The Dynamics of Interpersonal Modularity
by dearmrsawyer
Summary: Leo Fitz is in his second semester of Sci-Tech, but so far the Academy is falling short of his expectations. After being placed on the advanced track in his training, an enticing opportunity could finally give Leo the chance to use his untapped genius. But will this opportunity take him down the path of 'bad seeds? Or will a particularly chirpy cadet be able to steer him back?
1. Chapter 1

**Chapter 1**

"Now in this example we need to measure the reaction rate."

Leo's eyes slipped out of focus, the lecture slides blurring into indistinguishable smudges that no longer resembled chemical formulae. He had hoped his second semester here at the Academy would have offered a challenge, something that called for a higher level of thinking. The recruitment officer had insisted it would be a thrill – "the best decision of your life, son" – and that he would learn thing he'd only dreamed of. Unfortunately this semester was shaping up to be just like his first – juvenile. He'd dreamed things bigger than anything they'd shown him so far.

As a fall back, Leo had hoped that he could use his classes to at least gather ideas or tips for the many personal projects he was working on back at his dorm. If he wasn't going to be set any new challenges, he could at least harvest what they had to offer for the tasks he had set himself. This far, his spare time had been spent minimally on completing the course work required to excel, and primarily forging his way forward with personal ventures.

When Leo considered his spare time, he was mentally referring to all the time he spent outside his classes. He had fast learnt that an isolated individual was a target for freshman pranks, and he had already copped his fair share. After receiving an electric shock the last time he had reached for the door leading to the student lounge Leo had decided it best to keep to his personal space. Sci-Tech students were particularly stealthy in their pranking, and no less ruthless.

Leo's eyes dropped to the blank document open on his tablet in the hopes that perhaps today would garner some new information, and found that it was no longer blank. Instead it consisted of a dozen line-long trails of backslashes. Flinching, he whipped back the arm that had been leaning on his tablet and propping up his chin, causing his seat to rock back and knock the legs of the student sitting directly behind him. He froze, hunched, waiting for the inevitable kick back, and not two seconds later his chair received a violent kick that sent his pretzels showering down onto a girl in the next row. Salt and biscuit sprinkled across her shoulders and wiry hair as she squawked loudly. His attempt to apologise profusely was nothing more than a wheeze as she turned with a filthy look, and shook her hair to release salt all over Leo's shoes. He felt the granules slip into his socks and scratch against his skin, but he dared not move, both hands raised in apologetic defence and too frightened to make another move until the girl had turned back around. The majority of students in the lecture hall were now looking in Leo's direction, their faces wiped of the perplexed expressions this class often inspired, many with an eyebrow critically cocked.

Dr Chaundry's voice floated back into earshot at the completion of this kerfuffle. "What would we expect to see as the reaction progresses? Mr Fitz, perhaps?"

"Decreasing with the result of negative 4.5 x 10-5 moles per litre per second in the first fifty seconds," he answered instantly, his eyes focused on the backslashes he was now desperately trying to erase. "Shifting the negative to the opposite side of the equation as speed has no sign of course."

Dr Chaudry's footsteps paused briefly before resuming at a slower pace. "Thankyou, Mr Fitz. A few steps too far forward as we've yet to work our way there. And I'll thank you not to bring salty snacks into my class in future."

Leo kept his eyes low as the lecture resumed and the eyes of his fellow classmates gradually returned to the front. In truth, Dr Chaudry's irritable tone did not have the anxiety-inducing effect it once had. He'd heard it all too often from all of his professors. He was not embarrassed to know where the equations were leading before the slides showed it. The only thing that caused his anxiety to spike was the ammunition he had given for follow-up pranks.

The remainder of the lecture passed without incident, and when it ended Leo tucked his tablet under his arm, slipping out of his otherwise-empty row as fast as his nimble feet would carry him. He kept his eyes low and bag clasped tight over his shoulder until he reached the door and found a pair of heeled shoes in his way. To his dismay, he found the path blocked by Agent Weaver, hands folded in front of herself and a half-smile playing across her face. Weaver's expression always seemed either suspicious or impressed, and one was never sure which way things would go until she spoke. Leo had experienced the brunt of both shifts in the past.

"Mr Fitz, if I may have a brief word."

"I—I've actually got—" he began, pointing to the freedom of the empty hall behind her.

"Lovely, let's take a stroll, shall we."

It wasn't a question and Leo's arm fell limp in resignation. His steps were peppered by the occasional skip to keep up with Agent Weaver's confident stride.

"How are you finding your time here at Sci-Tech?" Agent Weaver asked, her eyes focused on ahead.

Leo scampered up to her side. "It's—it's fine."

"Making friends?"

"Not generally—"

"And how are your classes?"

"Is there a reason—"

"We've taken notice of you, Mr Fitz," Agent Weaver interrupted, coming to an abrupt stop in the hallway. The wall to their left opened out onto the grounds where students below were milling around or grouped together at picnic tables, laptops and workbooks spread between them.

"Notice?" His eyebrows knitted together in a mixture of exasperation and anxiety.

"You don't appear to have much interest in the materials your professors teach."

His voice suddenly took on a much higher pitch. "Did Professor Hall say I wasn't handing in my work because that was one time and I told him it was only because it caught fire when my soldering iron—"

"We think it would be constructive to advance you in your training."

Leo fell silent. "… Advance?"

"I understand this is only your second semester with us but you seem to have a thorough understanding of the content you're currently being taught. Perhaps something more challenging would be beneficial, wouldn't you say?"

"Well I—it's—"

"How would you like to advance to our second year programs, see how you fit in with the material there? We have advanced students in the past and if the candidate is right the results are quite impressive. You may find it more suitable for your unique skillset."

Leo nodded nervously. "Yes ma'am. Yes."

"Excellent. We'll have your new schedule to you tonight and you will commence your new classes tomorrow." She nodded, quite pleased with the result of their brief conversation and not at all bothered by Leo's overwhelmed state. "Good afternoon, Mr Fitz." And with that she was washed away by the crowd, leaving Leo to try and stay afloat amidst the lunch rush.


	2. Chapter 2

**Chapter 2**

Loose pieces of clothing flew through the air as Leo tossed them carelessly about, searching desperately for his bag. He was dangerously close to being late and didn't think it wise to repeat the mistakes of his first day in advanced training. He'd made a poor first impression by stumbling into his Hydraulics class fifteen minutes late, and hoped his Holographic Engineering class would go a little more smoothly.

Leo found the strap of his bag poking out from beneath an argyle sweater. With a groan he slung it roughly over his shoulder, throwing the sweater back through the door as he pulled it shut behind himself.

The paths to Leo's classes were all dramatically different from the ones he had memorised a couple of weeks earlier, and the layout of Sci-Tech did not make things easier. More than once he has ended up in a completely different building and had to be directed back by the maintenance staff. As a result Leo read the room number on his timetable every few seconds while rushing through the fast-emptying halls, hoping upon hope that he hadn't suddenly lost the ability to distinguish numeric characters.

The halls were almost empty as the last few students reached their classes. Leo could see his door ahead but the light filtering through was slowly decreasing.

"No wait! Wait I'm—there's one more!"

His lungs burned as he pushed his shorter-than-average legs on, shoes skidding with a high-pitched squeak as he thrust his arm into the ever-shrinking gap of the doorway.

"Stop!"

The haste of his actions had not given him time to process the consequences, and pain unexpectedly shot up his arm. The door whipped back open as a girl stepped forward. She was around Leo's height with her hair tied back into a slick ponytail and apologetic eyes.

"Oh my— I am _so_ sorry. I thought I was the last—"

Leo waved her off with his injured arm, regretting the motion immediately, and walked past her as she continued to vehemently apologise to his back. To his dismay this was not a large lecture hall where incidents up the back went unnoticed. Instead it was a modest classroom of no more than two dozen students all paired at tables. With his face burning, Leo kept his head low and sat himself at a table with no second student, unpacking his bag as quietly as he could.

"Ok let's get settled now."

An authoritative voice filled the room and Leo spotted the professor pacing at the head of the class. The whiteboard behind her read 'Professor Emily Reid', and to the left of that was a much larger screen with projected schematics.

"We have a few new faces today but we're going to be carrying on with the projects we began discussing last week. Those without partners will need to pair up."

Leo's heart, still pounding against his fragile ribs from the run, tightened uncomfortably. Partnering up was his absolute least favourite task, and if anything was going to counter the productivity of advancing him into a second year class, it would be the obligation of working with another mind that didn't process as fast as his. A quick scan revealed to him that the students sitting beside each other around the room had done so due to a previous arrangement, and there was only one other who didn't seem to have a partner. His face twisted.

She approached his desk cautiously, her hands clasped nervously but her eyes bright.

"Hello again. I suppose we're to be partners!" She spoke enthusiastically but appeared wary enough. She didn't say anything more, as if waiting for his approval to go on.

"Partners. Brilliant," he said flatly.

"Yes! Brilliant. Well I'm Jemma. Jemma Simmons." Leo reluctantly took the hand offered, feeling her put a lot more into the shake than he.

"Fitz. Leo Fitz."

"Wonderful. Well I'll just grab my things then and we'll use this table, shall we? Back in a jiffy."

Leo felt the missed opportunity to absorb her presence, let alone the agreement to their partnership, but shifted his seat over in an attempt to retain some semblance of personal space. There was already ample room for his new partner, but her effervescence would require a greater berth.

"Right, so I had a few ideas which I've noted. Professor Reid's list of recommended readings did take me quite a few hours to get through but I now think I can see what we're supposed to be working towards."

Jemma had her tablet out and was swiping through the pages of notes she'd apparently written up the night before. Leo pulled out his tablet in an attempt to look equally prepared, but wasn't quite sure what readings she was referring to, or what this project was even about.

"Yeah. Great." His attempt to add something of substance was less than inspired, and when Jemma looked up at him next it was with an equally large smile but slightly narrowed eyes.

"This is your first day in Holographic Engineering, isn't it?"

"Agent Weaver only just gave me my schedule two days ago so I didn't exactly have time to do all the readings," he answered defensively.

"Well then, shall we do an overview? Get you all caught up."

Jemma scrolled higher and higher in the open document on her tablet until the page bounced back to signal she had reached the beginning. Before Leo had a chance to agree or disagree Jemma had closed the gap between their stools and was holding the tablet a little too close for comfort. She began speaking at an animated, ever-increasing pace which Leo found difficult to follow – not because of the content, but the delivery. Within a few minutes she had gone over all the lessons they had covered in in the first three weeks of class, the problems raised in the project, and the issue they were setting out to solve.

"So the problem is in the extraction of information," Leo said, filtering the instructions in his mind.

"Yes. To pull it apart is simple enough but to keep the data intact while doing so, well, that's the hard part."

"We could increase the resolution—"

"—And create a larger port, yes." Leo looked over at her, shocked at her completion of his thought. He felt a swell of irritation. He was perfectly capable of finishing his own sentences. She hadn't seemed to notice, continuing her thought. "But then we'd have to—"

"—Take into account the schematic's limitations, I know," he concluded in retribution. Jemma did not, however, seem flustered by this, but instead nodded eagerly.

The table in front of them had a screen built into the table top, showing a 2-dimensional image of the hologram they were to work on. Leo looked down and realised that sometime in the last minute both he and Jemma had gotten to their feet and bent over the image, examining it closely. Jemma's face was wrinkled in concentration as she double-tapped the stats in the corner.

"In order to manipulate the hologram like that we'd have to be careful with the internal components. Anything we manipulate on the outside could have dramatic repercussions within the schematic. So we'd have to—"

"—Find a way to isolate the components before we pull it apart." The corner of Leo's mouth twitched as she skimmed through the stats to reach the page they needed.

Leo began scrolling through the details embedded in the sidebar of the hologram, trying to find a setting that would prove useful for their task. Jemma continued to chatter beside him but he didn't waste thought hanging on every word – this would go much faster if he could just solve the problem himself. There was of course the bitter notion of her sharing his grade but he would gladly share an exceptional grade with a fellow student for the leisure of working with his mind alone.

"Did you hear me?"

"Hold on."

"I said the c—"

"I'm trying to read through these modules."

"Yes, well, if you take a look at my notes here—"

"I'm perfectly capable of reading through a menu."

"Right," she faltered slightly, lowering the tablet. "Of—of course. We can work through the menu ourselves."

Leo mentally rolled his eyes at the inclusive pronoun but continued to scan the settings. The class spanned two hours, in which time Leo, assisted by Jemma, was able to pinpoint the factors required to identify and isolate the required components, and by the time Professor Reid had dismissed them Leo's stomach was growling ferociously. He packed his things and turned from the desk, noticing Jemma was still by his side. They moved into the crowded hall and Leo thought he'd lose her in the bustle, but she stuck like velcro through the wash.

"All that project talk always gets my stomach grumbling," Jemma said, smile wide as ever.

"I hope lunch is decent," he said more to himself than her. The cafeteria rotated its menu and there were a few days when Leo would gladly settle for the snack bars in his dorm rather than expose himself to the gruel they served.

"I'll say!"

At that moment Leo realised that Jemma's steps were still in line with his, and with the cafeteria coming up just ahead it seemed like she had decided she would be joining him. Leo scrunched his face in dread, squeezing the straps of his backpack.


	3. Chapter 3

**Chapter 3**

Leo let the weight of his body push the door closed. He had finally – finally – managed to extricate himself from lunch with Jemma and was now back in the solace of his dorm. She had been eager to continue discussing their project – so eager, in fact, that she already had a game plan for Thursday's lesson.

Admittedly, Jemma did seem quite capable of valuable thought. Leo was confident that he would have made the same inferences given a few moments of peaceful thought – something he had not been afforded since making Jemma's acquaintance. He was certain that developing Thursday's game plan was by far the simplest part of their task. Now, here in the serenity of his dorm, he would finally be able to get the real work done.

A check of the clock as he sat down revealed he had limited time before his next class: less than ten minutes before he had to be there, and even then, Leo despised being late. Quickly booting up his PC and clearing away the clutter, he typed out all the ideas that he'd had since leaving the dorm that morning, resentfully adding the points Jemma had raised at lunch. The time slipped by as he allowed his stream of consciousness to dictate his fingers, flying across the keyboard, ideas tripping over one another in their eagerness to be expressed.

Brought up short by the time in the corner of the screen, Leo realised he should've left five minutes ago. Irritated and certain that this wouldn't have happened with a less chatty lunch companion, Leo closed the lid of his laptop, slung his bag over his shoulder, and strode out, map in hand. Avoiding near-collisions with a handful of people on the way, he arrived at C block, a wheezing, sweaty mess. Next time, he thought to himself, he'd leave more time to race across campus.

Leo clutched at his side as a stitch built up under his left rib. Twice in one day he had found himself in this very position and he made a private vow to map tomorrow's classes before he fell asleep tonight. He turned into a fast-emptying corridor and saw his classroom ahead. Racing towards it Leo skidded inside before anyone had the opportunity to close the door on him.

He let out a "Hah!" of success, which had the unfortunate effect of attracting every pair of eyes in the room. Leo dropped his head and avoided eye contact as he found the nearest empty desk. Even without the help of strangers he didn't seem able to create an inconspicuous first impression.

In a split second of absent thought he looked up to see if the professor had arrived and borne witness to his display, but instead caught the single pair of familiar eyes in the sea of strangers. Jemma waved eagerly, signalling the spare seat beside her in the front row.

Leo tried to ignore her and make for the empty spot over in the corner, but the further he walked the more powerfully she gestured. The pressure of maintaining his faux ignorance became too great and he hurried towards her, just to make her stop waving.

"I didn't know you were taking Field Thermodynamics too!" she said excitedly.

"Well we didn't exactly discuss our schedules." His shoulders were tightly hunched as he climbed into his seat.

"This is brilliant," she breathed, folding her hands in front of her and looking to the front where a middle-aged, balding man picked up the clicker for his slides.

"Yes," he murmured to himself. "Brilliant."

"I mean of course I've dealt with the theory of it all before but getting to actually see how the practice is being used by other agents in the field and that it can _literally_ save lives – fascinating!"

"Mmm."

"And to think we're on our way to achieving the very same feats is just mind-blowing. Such an honour, wouldn't you say?"

"Yes, yes, very honourable," he answered in a hushing voice before superimposing his own statement. "I've got to get back to my dorm, my notes—it's all there." He shouldered through two particularly large people, momentarily losing sight of Jemma who skipped forward to keep by his side.

"A quiet place to study sounds perfect. Shall we get to work on our holographic systems designation?"

"Wh-what?" Leo stopped in the middle of the hall, halting Jemma who was one step behind. "I thought we could each work on them tonight – separately – and then discuss in our next class."

"Well yes we could, but it would be much more efficient to just work together." Her smile never once diminished.

"But—but I…" Leo tried desperately to find words that would skirt politely around the edge of 'leave me alone,' but it didn't seem like manners were going to get him anywhere – he was going to have to push. Bracing himself, he rested his hands high on his hips.

"You know you look a little young to be in your second year of Sci-Tech. What's your story?" He narrowed his eyes, and Jemma's demeanour instantly simmered.

"I'm on an advanced track in my training, and you don't look so mature yourself." Her eyes narrowed back. "And besides what does this have to do with the assignment?"

"Mature? Says you, you look like you were born yesterday."

"Well I obviously wasn't born yesterday as you saw me yesterday."

"Saw you? I didn't even need to deal with you until this morning."

"We met in the cafeteria yesterday!"

"I think I would remember." His face twisted in ridicule.

"I gave you my bread roll because it was the last one. Though I'm not surprised you don't remember me, you barely made eye contact."

"Bread roll," Leo repeated, remembering the anonymous hand that had offered him the roll the day before. His averted his eyes to hide his guilt. "Yeah, well… I might… be advancing too," he said, hoping to change the topic smoothly. To his relief that seemed to perk Jemma right up again.

"I thought you might! After you just appeared in our class, no warning. It's a bit daunting, isn't it?" she lowered her voice to a whisper. "Being trusted to advance in a place like this." She glanced around as if intimidated by her very surroundings.

Leo felt an odd loosening in his chest, an empathetic unwinding – three months with the most like-minded individuals he'd ever come across, and this was the first time he'd felt such a thing.

"Only completely petrifying," he said, his tone extra dry to hide the fact that it was true.

"Well then, what do you say we make a little headway on that project of ours? Unless you can't _bear_ another minute with me."

"I never said that! I just—I…" Leo's protests petered out. "Oh, okay. This way."

Hiking his backpack up higher to his shoulders, Leo glanced once at Jemma's beaming face before leading the way to his dorm.

By the time they reached the third floor of the residence hall, Leo was still hoping for some way to delay the point when they would inevitably reach his dorm. Alas, there was no divine intervention as they came to a stop outside 3E.

Leo stilled, staring blankly at the door for what he'd thought to be no more than a second or two, until he turned to see Jemma's expectant expression fade to concern.

"Is there… something wrong?" she asked, eyebrows shifting to suggest the door beside them.

"This is my dorm," he confirmed darkly.

"Well, shall we go inside?"

"Only after you understand that no one's been in my dorm before, so it's not exactly equipped for company."

Jemma made to speak but was cut off.

"No one's ever been in here other than me, even my mum's not been in here which is likely a great relief to her – not that she knows that. But if she saw she'd certainly be relieved not to be in the middle of it."

He stopped suddenly, realising he was rambling and Jemma was just looking at him with confused eyes.

"So it may not meet all your… requirements," he concluded.

"Who said I had any requirements?"

"I don't know! For all I know you could be a—a neat freak with that collar."

Jemma's hand flew up to pat her peter pan collar, eyes widened inoffense.

"Can we just go inside please?"

Leo opened the door, standing aside to let her enter. Instead of turning on the light to expose the chaos, he crossed to his desk and switched on the lamp, keeping most of the mess hidden beyond the small scope of its 20 watt glow. It was, however, enough to reflect gently off the white sheets of diagrams papering his walls.

"Wow," Jemma awed. Leo turned to see her eyes skimming the designs, her hands clasped demurely in front of her. She took a step forward, retracting it instantly with an "oh!" as her foot crushed a snack bar hidden under a shirt. Leo darted forward and scooped it up, along with numerous articles of clothing.

"Are these all your ideas?"

"Yes but they're not fully developed, they still need a lot of work," he explained defensively. She didn't appear to be listening as she walked the now-clear path across his floor.

"These are amazing. Have you shown any of them to Agent Weaver?"

"Like she'd want to see my ideas."

"I'm sure she would! These have such potential."

"Yeah well maybe if they let me use some of my ideas in class instead of setting these juvenile assignments, I might be able to make something of them."

"Yes, speaking of assignments we should probably have a look at ours." She nodded, hands moving to her shoulder bag.

"Right."

Leo sat himself down at his desk chair, turning on his PC before he realised that Jemma was still standing in the middle of his room, looking around uncertainly.

"Oh, uh, here." He wiped his hand across the bed, pushing all the dishevelled belongings into the corner to open a clear space of blanket.

"Thank you." A crinkle of plastic could be heard as she sat down, and she pulled yet another snack bar from where she'd settled.

"Where do you get all of these? I haven't seen a single fruit-filled treat in any of the vending machines anywhere on campus."

"My mum sends them to me."

"She sends you food?" Jemma's eyes wilted with endearment.

"She sends me a care package every month, it's no big deal."

"How sweet. Do you miss her?"

"Can we get to work please?" Leo deflected, not too smoothly he recognised. "I do have other things I want to do today."

"Alright, don't get your mismatched socks in a twist."

Leo tucked his feet self-consciously under his chair, pulling his tablet out of his bag.

"I don't normally wear odd socks, thank you very much. I was just in a rush this morning."

"Do you mind if we turn on the light?" Jemma asked, clearly suppressing a smirk toward his last comment, but moving past it. She swiped a finger smoothly across her tablet. "Your lamp has a rather small radius."

Leo returned to the light switch, his plan having failed. As the light flooded the room, Leo realised he could not remember the last time he had seen so much of his own dorm. There were piles of chaos even _he_ had forgotten.

"So… small question," Jemma started slowly as he sat back down. He prepared his defence. "Why hasn't anyone else seen your dorm? What about your friends?"

"Friends?" Leo repeated, caught off guard. "What…" A reel of faces he'd met at Sci-Tech ran through his mind, but he hadn't made a close acquaintance with any of them. Not enough to share his own time with them outside of class. He hadn't thought this strange, as that was the way he'd always lived. He shared time with peers in class, but beyond that he was alone, and not unhappily so. Other people had always been potential nuisances to Leo, not potential mates.

Meeting Jemma's eye, he realised he had been silent for a few seconds now. She wore a soft expression which he did not like.

"I don't have time to be making friends. Look at all these projects I've got to work on," he motioned his walls, rejecting her freely offered pity.

"Have you met anyone that you could perhaps collaborate with? You know, talk about your ideas, develop them further?"

"No one here has half the brains to appreciate what I'm working on."

"We're at SHIELD Academy," Jemma said with a roll of her eyes. "Surely there are some people here who can meet your level of intellect," Jemma rolled her eyes.

"Every time I get put into one of these ridiculous partnerships it's like trying to talk to a chimpanzee. Which, by the way, I would much prefer. At least then I'd have a partner worth trying to communicate with. Did you know the chimpanzee's brain—"

He saw the pity on her face return and wished he could close a door between them.

"The point is no one here has any idea what these designs could mean. Couldn't even contribute to a class-set problem," Leo said, the irritation clear in his voice before he hesitated. "That is until you."

Jemma smiled and Leo realised the unintended complimentary nature of what he'd said, feeling his heartbeat pick up in panic.

"Now don't go getting all inflated by that."

"By what, being told my intellect is on par with yours?"

"I didn't say that!"

Jemma chuckled, placing a gentle hand on his arm briefly.

"Oh Fitz, you just need to give people more of a chance. If you don't want to let them in then they're not going to be able to engage, are they?"

It was the first time she had referred to him by a name, and it felt odd. Too familiar. He didn't know her well enough for their relationship to have progressed to this point. Names were for family, teachers, and SHIELD agents that arrived at 7pm with a threatening invitation to join their Academy.

"I think I've found a way to manipulate the hologram so that we won't need to isolate the components," he replied, opening up the project file on his computer. He kept his eyes averted as Jemma gave up her inquiry, looking back to her tablet.

"That sounds like exactly what we need."

Leo didn't regain sole dominion of his dorm until two hours later. Jemma left in a wave of pleasantries and Leo felt himself deflate back into his chair. He noticed the room had a distinct scent that wasn't his. Not altogether unpleasant, but foreign. He wondered how long it would last. He wondered if he would be able to concentrate while it did.

He felt unusually energised, which was rare after being in someone else's company. Usually when returning from class or another social environment, he was spent. Certainly not from the intellectual exchange, but the need to engage with others. It always felt like work to Leo – something he needed to work at, at any rate. The only way he could relax was to delve back into his inventions and regain his higher level of brain function. That way he could forget the menial phrases he'd been forced to exchange in order to get through his time in public.

However, staring at his computer screen, Leo realised he didn't feel like working on any of his personal projects – his mind still reeled with the class assignment. He and Jemma had identified the settings that needed modifying to maintain the internal components when resizing the hologram. Jemma had actually been the one to locate the element settings within the software, however Leo was confident he would have made the same discovery on his own. And likely faster, if he hadn't needed to 'collaborate.' The task was not due for another two weeks, and Leo was confident no one else would have made it this far – not even Jemma would have made such progress if she'd been partnered with someone else.

Leo felt strangely stimulated, and unsure of how to spend the energy. He kept the schematic open, tinkering with some of the other settings in the solace of his room. New questions had arisen over the afternoon – questions outside the scope of the assignment, but of interest to Leo.

Pulling up his tablet, he opened up the readings for his Holographic Engineering class, flipping forward to the next week's chapter. He suspected some of the answers he needed were ahead in the coursework. He wasn't going to wait to find out.


	4. Chapter 4

**Chapter 4**

To Leo's immense relief, his Wednesday schedule didn't include any classes with Jemma.

Having learnt his lesson and allowed for a necessary amount of time to reach his first class of the day, Leo approached Mechatronics with caution. A quick scan of the room showed no familiar faces, so Leo was able to slide behind a desk where the accompanying seat remained vacant for the rest of the morning.

Professor Tanners, a middle-aged man with a salt-and-pepper goatee and an Irish tinge, was not too concerned with lecturing. He gave a brief review of the first lesson (which Leo had missed), and ushered the students into activity ten minutes into the class. Each student was seated at a desktop which contained a series of problem solving exercises. Some of the necessary content had been included in the readings Leo had skimmed the night before, however he noticed a great deal of the knowledge he would put to use that morning had come from his extracurricular studies before the Academy. Leo worked through the tasks at his own pace, a buoyancy in his chest which he had not yet felt at Sci-Tech.

His first few days of advanced placement had left him concerned that he still wasn't being challenged in the way he hoped – he'd begun to worry that perhaps the entirety of Sci-Tech was beneath his intellectual requirements. Yesterday had been somewhat challenging (not necessarily for the desired reasons), however today was proving much better. Of his entire schedule, Mechatronics was the class he had anticipated most, and so far it was everything he had hoped. Perhaps, he thought, he was finally on the right path after all.

"Mr Fitz," came a brogue voice, making Leo jump. To his left stood Professor Tanners. Despite doing precisely what the professor had asked, Leo bit his lower lip in dread.

"Uh, yes? Professor?"

"Just wanted to touch base. Agent Weaver filled me in on your advancement – said you had a particular strength for robotics. And if Agent Weaver's speaking of you so highly, I'll be highly anticipating the work you do in my class. Do let me know if you have any questions. Being thrown into second year can be a rough ride. I'll be happy to assist."

Professor Tanners gave a friendly wink and a kindly pat on the shoulder before returning to his post at the front of the class. Leo nodded in return, feeling confident he wouldn't need to lean on his professor. The subject was meaty, certainly, but asking for help? He would be more than capable of solving his own problems.

Leo spent the remainder of his day, both in class and out, alone. The first two days of this semester had been such an upheaval, Leo had almost forgotten how a 'normal' day felt. It was refreshing. His new, stimulating classes, combined with the return to seclusion, was the perfect balance he had hoped to achieve. After his afternoon Advanced Robotic class Leo wolfed down a hot dinner and returned to his dorm where he pulled out the notes he'd made on his holographic project the night before.

In the privacy of his own mind and under no obligation to pool cognitive processes, Leo was able to run simulations manipulating the element settings he had identified. Under the 20 watt glow of his lamp, Leo sat hunched over his computer, fiddling with the calibrations long into the night.

For the second day running Leo made it to his first class of the day with time to spare. Impressed with his own punctuality, he stood at the door, observing the empty seats spread across the room. There were only two other students here already, and Leo pinpointed a particularly appealing seat far from the desk he had shared with Jemma on Tuesday.

"Morning Fitz," Jemma said sweetly as she entered, dashing Leo's plan. Upon reflection it wasn't a very sound plan, what with their being project partners and all. But the temporary separation would've saved him any exposure to small talk and limited their shared time to project talk only.

Leo took his regretful place by Jemma's side as Professor Reid began her spiel. She led them through the next stage of readings, which Leo mentally congratulated himself for already completing. As a result he allowed his mind to wander, thinking more productive thoughts.

"Now, where did we leave things?" Jemma mused, once Professor Reid had conceded the remaining time to their projects. Leo refocused, bringing their schematics up onto the desktop.

"The element settings are quite specific but I was able to locate what we need to achieve—"

"You were able to locate?" Jemma interrupted. "You worked on the project without me?"

"Yes, I was just saying—"

"But we're partners."

"So?" he questioned.

" _So_ , we're supposed to work on this project _together_. There's not much point in putting us into pairs if we're just going to do the work alone anyway."

Leo hunched his shoulder with irritation. "I was just trying to solve the problem faster. Don't be so uptight."

"Uptight? Because I want to actually work as partners?" Her eyebrows knitted together and her ponytail swished from side to side as she shook her head in irritation.

Leo was thrown by this turn in attitude. As far as he was concerned he had been practically gallant.

"I don't understand why you're so upset. I made progress!" he scoffed, focusing his eyes on his tablet.

" _You_ made progress! I didn't contribute at all. You're missing the point of the task!"

"The point of this task is to determine a way to manipulate the hologram without distortion."

"The point of this task is to learn how to work together to solve problems!" Jemma's voice reached a pitch noticeable to the students around them, and she raised an apologetic hand before turning back to Leo. "We're supposed to do this together."

"I thought we were supposed to find the most efficient way to solve the problem." Leo pulled his cardigan tighter. "Working together is not the most efficient way."

"And what makes you say that?"

"Because it never is!" He snapped, eyes meeting hers.

Jemma stared in a mixture of offense and stunned silence. Leo was not terribly bothered by it. If she wanted to be offended that was her problem – he had offended people before, and it didn't change the fact that he was right. Working with someone else was either a handicap or, at best, the safest way to avoid a bully. Jemma didn't seem like the type to demand he meet her 'round the back' after class, so he had better things to concern himself with.

"You're not in public school anymore, Fitz. You've no idea what I've achieved," Jemma said in a low, cool voice. "I am not a charity case, and I am not going to drag you down. Working alone is the only thing that will waste your time here."

With that she turned back to her own tablet, presumably opening up her now-outdated notes. She began working on her own, and while Leo felt some relief at the discussion coming to an end, he wasn't quite sure what to do next. He had no intention of attempting to talk to her for the rest of the lesson, but after what she'd said it seemed there wasn't any point moving ahead on the project without her. Begrudgingly, he admitted to himself that the task did require that they work together, and that while he thought her anger was unfounded, he should adhere to the assignment guidelines.

Without a word he slid his tablet across the table, bumping it softly against her arm. Jemma flinched, eying him as he folded his arms, before she seemed to understand his offer and accepted the tablet. She read through the notes he had made since their last class, and updated her own accordingly. Without a word of thanks she then slid the tablet back.

Leo thought this rather rude, as he had essentially given up academic points for free. He decided to answer this lack of gratitude with continued silence, a sentiment she maintained with equal vigour. The remainder of the lesson was wasted as they refused to speak, merely looking over the notes that had already completed, unwilling to communicate and therefore unable to move forward.

Eventually the bell rang out for lunch. Jemma bagged her tablet and left without a word, leaving Leo equal parts irritated and relieved. She was being unreasonable, but at least she was leaving him alone.

Leo didn't see her at lunch, which wasn't entirely difficult as the cafeteria was a more difficult place to _find_ someone. Like any other day, Leo ate his sandwiches alone, but unlike any other day, he ate in agitation. Jemma's words rattled around in his mind, refusing to leave him in peace, and eventually even his appetite was spoiled (the egg sandwich didn't help).

She should be thanking _him_ for the work he put in, he thought to himself as he chewed ferociously. _He_ should be the one storming away. In fact, Leo was so sure she deserved to be the one standing in his dust that at the end of their afternoon lesson (in which they didn't sit next to each other or speak at all) he made sure he was packed up five minutes before the end of class. This allowed him to sweep right by her when the bell rang. Unfortunately a number of his classmates were also ready to leave before the bell, so his path past her desk was obstructed by a few students considerably taller than him. This diminished his smooth exit into a series of 'coming through's and toe-crushing yelps.

In an effort to rebel without consequences, Leo returned to his dorm and read ahead for Holographic Engineering again. Unfortunately this only gave him more ideas for their class project, and he threw his tablet onto the bed with a sigh. This whole notion that he wasn't allowed to work on the project without Jemma was infuriating. He was without Jemma most of the time – now it was all a waste.

Leo caught himself in this thought, feeling suddenly irrationally for placing so much stock into the thoughts and feelings of someone else. He'd never really cared much for how others handled his process – the only person he'd really worried for was his mum, who spent most of her time trying to let him be.

It was unusual in the grand scheme of his experience to have had someone so… attached to him for the past couple of days. There had been the odd peer attempt to get friendly over the years, but a few clipped remarks and a solid cold shoulder had always taken care of that within the space of one lesson. Jemma was insistent on their working together – in fact, she seemed immune to his usual lack of charms. If it wasn't so irritating it could possibly be seen as endearing. Almost.

While stewing in his frustration, Leo slowly straightened his posture, mouth falling slack and a single finger rising as an idea floated to the surface. Looking down at his tablet, currently open on the hologram schematic, he believed he had just inadvertently created a new project while simultaneously solving his own problem.


	5. Chapter 5

**Chapter 5**

The Sci-Tech cafeteria was usually quite civilised, as opposed to the catastrophes found at high school (and even college, in Leo's opinion). He liked to think this was because the Academy drew a higher class of person, like himself. Students lined up peacefully, served themselves responsibly, and chose tables without fear of social barriers. This morning all the usual conditions were mostly in play.

He pushed his way through the students seeking tables, earning disgruntled remarks that met nothing but the back of Leo's head. His modest height had never been a favoured trait, but when neck craning and toe-balancing yielded no further results, it was downright infuriating. Only after two more near-spills with bowls of cereal did Leo spot Jemma over in the meal line. Knocking past a boy who cried out at the spread of corn flakes across his tray, Leo managed to reach her as she was picking out two hash browns from the buffet.

"Jemma!"

Her startled yelp morphed into a groan as she saw him.

"Fitz! You almost made me drop my tray," she chided.

"There's nothing on there yet."

"Not the point," she breathed, reaching for a rosy apple. "What is it?"

"Do you have your tablet?"

"My tablet?"

"Yes, yes, your tablet!"

"Calm down! It's here in my bag, why?"

"Give it to me."

"What?"

" _Just_ give it to me."

"Oh for goodness sake, here, grab it." She lifted the flap of her bag and Leo was able to reach in and pull out the slim device. Jemma continued piling up her breakfast as he entered the settings module.

"What are you doing?" she asked warily as he swiped through the settings. He didn't respond, but the tablet responded to his touch with a series of high beeps.

"There," he said, holding it out for her.

"What did you do?" She motioned for him to return it to her bag.

"I synced our tablets. Now any changes I make to the schematics for our project, you can see them too, and vice versa." He offered a half-smile in hope.

There was a pause before she beamed.

"Fitz, that's brilliant! Not exactly worth making a scene over, but brilliant." Her eyes brightened a little, and the remaining half of Fitz's smile stretched open. That felt like forgiveness – surely he was back in her good graces again. She didn't seem quite back to her default cheer, so he continued to follow her along the line dubiously. She set down her tray at the tea station, selecting a bag of Lady Grey. "Are you going to get breakfast?"

"Oh, yeah." Without a word he left her side, following the tragically long line to the end. By the time he had gathered his own food Jemma was halfway through her second hash brown, but there was a free seat across from her which he felt he could take without needing to ask permission. They ate in silence, which Leo found odd; he had never spent any measure of time in Jemma's company without her consistent prodding to begin a conversation. After a few minutes he began to feel a little salty – hadn't his tablet epiphany been enough to melt her frosty attitude?

"Are you still angry?" he asked, his voice betraying his irritation. She looked up from her tea, her eyes narrowed as if in analysis.

"Are you genuinely asking me that?"

"I'm not sure why I'd disingenuously ask you," he countered.

Jemma lowered her tea. "Do you really think changing some settings on my tablet is going to just solve everything?"

Leo's mouth hung open a moment, confusion sitting on his tongue. "I thought you wanted to keep up to date with my progress?"

"That's the problem, Fitz! Right there. _Your_ progress. You still don't understand that this is a partnership. We need to work together, on equal footing. Otherwise what's the point?"

Leo wondered how she even had the energy for such strong exasperation this early in the morning.

He didn't answer, unsure of what he should say; they'd been down this road yesterday and it had been left unresolved, it seemed.

Jemma sighed, placing her tea back on the table and folding her hands.

"Look, you might've had a hard time working with people before. I know _I_ found it largely useless – trying to level with people that clearly didn't understand the task. But if we're going to become valued members of one of SHIELD's scientific teams, we need to understand that it's just that – a _team_." Her eyes became suddenly kind, and the hard line of her mouth softened. "We need to work together, and I think that we can. You just need to give me a chance."

Her eyes narrowed again, but this time it was less scrutinous and more hopeful.

Leo knew that Jemma was brilliant – more brilliant than anyone he'd ever been forced to work with before, if he let himself admit it. She had caught onto his notes almost instantly, and made breakthroughs he knew he would've made himself, given the time and silence. He knew he wouldn't have the luxury of working alone for the rest of his career, no matter how many assistive robots he managed to build.

He knew she was right.

He needed to try.

"Okay," he said eventually, and Jemma's brow quipped in surprised. "But don't go showing up at my dorm whenever you're struck by some great inspiration. I didn't invite you up there just so you could abuse your knowledge."

Jemma chuckled, picking up her tea once more. "Agreed."

Leo nodded, fork swilling around the large pile of eggs he hadn't yet touched. Jemma's eyes seemed bright as ever, and when she looked back up at him, she smiled. That felt right, and he dug into his eggs.

"What've you got first?" she asked Leo after a moment of ravenous eating.

"Advanced Robotics. You?"

"Protein Bio. It's fascinating, actually. It's amazing how long you can study a field, and there's still so much more to know."

"Bit daunting."

"Oh no, it's exciting," she marvelled as he finished the last of his tomatoes.

"I bet you see a lot of… viscera in that subject." Leo face twisted in revulsion.

"Actually I doubt we'll deal with any live substances over the semester. We're only dealing with living tissue on a cellular level – might get to peek through a microscope now and then." She seemed somewhat disappointed at the lack of innards, which Leo found troubling. He tried not to dwell on the idea, having just consumed a very full breakfast.

The cafeteria was beginning to thin, so Leo and Jemma returned their trays.

"Well," Jemma said, hands gripping the strap of her bag. "I'll see you this afternoon."

"Yeah, see you then."

They waved each other off and headed in opposite directions, Leo crossing the picnic field to D Block. The knot he'd sustained in his chest for the last twenty-four hours had finally alleviated. He felt foolish, putting so much stock into the forgiveness of another – especially someone he'd only met a few days ago. He'd wanted her to like his solution, of course, but the real pleasure was in the successful execution of another brilliant idea. Yes, definitely the idea – not Jemma's astonished expression, and certainly not the gratification of sharing his genius with another.

Leo slipped into a welcome sleep that night – a sleep from which he did not expect to be violently ripped.

Strong hands took hold all over, their grips secure before he was conscious enough to gain a fighting chance. He wiggled his limbs frantically as the hands pulled him out of bed and tugged a material hood over his head. He was carried from the dorm, air rushing beneath him and footsteps echoing down the hall. He'd barely been able to find his way around the facility with full vision; in his state of terror he had absolutely no idea which direction he was headed.

Leo's body shook with fear, although it was probably unnoticeable with all the jostling from his captors. He was surrounded by unrecognisable whispers, hushed and speckled with laughter.

A new set of equally foreign voices grew louder as they reached another floor. Leo called out desperately, begging for someone to come to his aid. To his distress the new voices greeted his captors with whoops of success. In between these celebratory cries Leo thought he heard something – quiet voices. Panicked voices. Voices that sounded just as he felt. He wasn't the only one.

Leo didn't work terribly well under pressure. Being kidnapped all but shut down his brain. An endless stream of questions looped around in his mind as he struggled hopelessly. Who were these people? Was SHIELD under attack?

Was he collateral in some sort of war SHIELD was fighting? Does SHIELD perform rescue operations? Was he even worth rescuing to them?

Leo had not signed up for this. He had just wanted to learn. To invent, to go where his genius was appreciated. He thought of his mother and her care packages arriving at an empty dorm. Would SHIELD inform her of what had happened to him? Would she survive it?

The hands holding him were getting rougher and the number of voices were increasing. Suddenly the echoes disappeared. A drop in temperature and increase in wind told Leo they were now outside the dormitory halls, and his heart spiked. Were they being taken off campus?

The campus wasn't being overrun: this was a snatch and grab. He began to writhe so hard one of his captors swore. Leo didn't want to go without a fight.

A heavy clang made Leo flinch. His head tipped at an alarming angle and he waited for the ground to crack against his skull, but it didn't come. Instead, his ears were filled with the deafening stampede of feet on metal. The chill in the air disappeared. He was inside again, moving down a steel staircase.

They descended for what felt like minutes. Laughter reverberated off what sounded like an uncomfortably narrow passage. Leo was beginning to be very fed up with his state of complete terror, and just as he was tempted to ask one of his captors when exactly they'd let him in on their plan, he felt himself level out. The rush of feet on steel slowly lessened until the hoard were all on equal footing. Leo could still hear whimpers and soft cries from the other captives, but he couldn't tell how many of them there were. He was then dropped onto a hard cement floor with a yelp.

Shifting to his knees, Leo rubbed his arms and legs, sore from fingers cutting into his soft muscles. He pulled the hood from his head with shaking fingers. Everything stayed black. He blinked, trying to see where he was or who were standing all around him. Neon lines of green and red ran across the ceiling, interrupted by black silhouettes all around.

With his eyes beginning to adjust, Leo looked from side to side. He realised he was in a line of others who were beginning to remove their own hoods. He couldn't make out their faces, but he was sure they looked much like his own: disoriented and scared. The frightening number of captors closed in from all sides, and for the first time Leo realised that these laughing, whooping voices sounded suspiciously young.

Before he could dissect the situation any further there was an almighty screech and a low bang, and the room lit up.


	6. Chapter 6

**Chapter 6**

The overhanging metal lamps flickered on, filling the room with a dim light that in no way detracted from the neon lining the ceiling. Every wall was made of concrete, and a fog hung in the air, sitting thick in Leo's lungs.

The crowd of captors was suddenly more than just silhouettes – as their faces lit up Leo realised they were, in fact, class mates. Leo recognised many of them from his new classes.

Unsure of whether he should feel less alarmed, he glanced at the line-up of fellow captives and recognised that they were also students – he had shared a class with some of them in his first semester. They were still clearly terrified, unlike Leo who was already shifting to a state more akin to confusion.

Halfway down the line Leo spotted Jemma, her hair in a messy ponytail. Their eyes met and her mouth formed the shape of his name, but he couldn't hear over the cheering second-years.

"First year Academy cadets."

A clear voice, authoritative yet youthful, cut through the cheers as a tall figure stepped out from the crowd. With an overhanging light directly behind her figure she seemed nothing more than a shadow, but with one more step light caught the speaker's face, and Leo saw that it was a girl. Her skin matched her dark hair, which was piled in tight ringlets atop her head. Leo knew her.

Celeste was in his Mechatronics class, and while he's never spoken to her, she had spoken in class many times – she was one of the more confident Sci-Tech cadets he had seen. She surveyed the line of first years and when her eyes crossed his there was no sign of recognition. She didn't seem to know him, which was unsurprising as he'd only been a silent classmate of hers for one week.

Celeste's voice held the silence.

"You lot have come here to work with the world's greatest security organisation. To help SHIELD in its fight against evil. With SHIELD we will be the ones who keep the world safe – we'll determine its fate."

Leo didn't understand why he needed to be told this while on his knees in a bunker.

"You've been here one semester, and there's already less of you than there were three months ago."

Leo chanced another glance at Jemma. She seemed to be taking in Celeste's grandiose speech, however the other first years still looked terrified. He and Jemma were the only two who would've likely seen Celeste before, so he had no doubt the first years were still as confused as he'd been before the hood came off.

"This is only the beginning of your journey. You haven't yet been tested – you have no idea what SHIELD faces every day. They don't have time for second-rate agents. They need the best." She began to pace. "SHIELD Academy is split into three divisions. Communications: the agents who monitor threats. Operations: the agents who fight the threats. And us, Sci-Tech, the agents who discover how to defeat the threats. We're the ones who create the tools, the weapons – whose innovations allow SHIELD to protect the world. We are SHIELD's toolbox, its backbone, its only way to fight the dangers out there. It's us. It's you."

She paused, seemingly for dramatic effect.

"Many years ago the students of Sci-Tech realised this hefty responsibility, and decided that the Academy needed a place where these brilliant thoughts could brew. Away from superior eyes and pressures."

Celeste raised her arms, stepping back as the crowd of second year students parted to make room for her.

"Welcome to the Boiler Room."

The room filled with cheers from the second years, and from the far-spread sound Leo realised they were not only on the ground, but lined the multiple staircases and balconies along the high walls.

"This place is the legacy of those who came before. Their gift to us. There is only one rule when down here." She lowered her voice, giving it a hallowed quality. "Honour their memory. Be brilliant here."

Raucous applause filled the enclosed space, and suddenly Leo was being pulled to his feet by a couple of second years, their arms looping around his shoulders and pulling him over to a bar previously hidden behind the crowd. Other first years were being embraced and brought forward to glasses full of dark liquids that seemed prepared in advance. A tall boy with dreadlocks pushed a glass into Leo's hand and ushered it towards his mouth. Leo spluttered over his first mouthful of beer and it took every ounce of self-control he had to swallow it instead of spitting it all over the second years. Dreadlocks pounded him on the back, poured another glass, and downed the draft himself, which Leo was thankful for.

Most of the first years adjusted their moods with surprising ease. Within a couple of minutes the boiler room was filled with an air of celebration, and the frightful fog had dissipated. Leo was not yet over the scare of being ripped from bed and dragged, hooded, into a basement by strangers. Somehow loud music had begun playing, and the space which previously held a line-up of students was now a dancefloor. Others sat at tables around the walls or played pool under the upper level balcony.

Now that he wasn't in the midst of a kidnapping, Leo could admit that the boiler room seemed to accommodate the light mood. He, however, was not quite ready to get involved. He remained at the bar, his half-forced-down drink still in front of him.

"Well that was a bit of a scare," a cheery voice said. He turned to see Jemma leaning on the bar, her hair tidied and face back to its usual glow. "I thought for sure we'd been kidnapped by some secret organisation and were going to be tortured for SHIELD's secrets."

"I think that was the idea," he said sullenly.

"Aren't you going to finish your drink?" she asked, nodding at the beer he had pushed away.

"I'm seventeen. Not exactly old enough to have a drink of this, which come to think of it neither are you," he said as she took a modest swig from the bottle in her hand. "I'm pretty sure we're about the same age."

"Fitz, this party is for us! It's okay to let loose a little."

"I just had a drink forced down my throat without my permission – I'd hate to see what happens if I let loose! And I'm sure that's an offense somehow. How old are you anyway?"

"I'm seventeen too if you must know."

Leo shook his head. "Look at this lot. I thought the Academy was supposed to be full of mature people. Some of them can't be more than twenty-one."

"Many of these students are gifted, like us. People arrived at the Academy at all ages, depending on when they've completed their PHDs."

"Yeah well you'd think SHIELD would have better control of underage drinking."

"We _are_ SHIELD," she grinned.

"Not yet."

"If SHIELD cadets want to find a way to imbibe the odd drink or two, clearly they'll find a way."

"Well that doesn't give me much faith in the organisation we're working for. Is that how they run Communications and, god forbid, Operations, as well? I don't even want to think about what would happen over there with alcohol floating around freely."

"Oh Fitz, try to relax! Isn't this exciting? Being brought down to Sci-Tech's secret base where so many brilliant ideas have been born? Who knows what innovations started right here, where we're standing! Come on, we should try to get to know some of these other students. Make some friends! You said… you'd had a little trouble becoming acquainted with others."

"Yeah I told you that in confidence, not so you could throw it back in my face," he replied defensively.

"I'm not throwing it in your face," she rolled her eyes. "Don't take everything so personally." She placed her bottle on the bar and stepped behind him, placing two soft hands on his shoulders to gently steer him towards the open floor. "Now, where should we start?"

"You tell me, this was your brilliant idea."

"Well, since we're technically in second year, we should probably meet some of our classmates."

"Ok, and who do you have in mind?"

Jemma was silent for a moment, before lowering her voice to a level reserved for conspiracies. "The girl who spoke earlier. She seems important."

"Celeste?"

"You know her?"

"I've seen her. She's in my Mechatronics class."

Leo spotted Celeste over at a booth across the room. She was sitting across from two other students – Dreadlocks and another girl with curly orange hair.

"Perfect! How about we go have a little chat to Celeste."

"No I don't think—"

"Come on," she ushered, and his mere attempt to escape the soft hint of her hands on his back moved him forward. The two of them excused their way through some dancers until they reached Celeste's table.

"Hello there," Jemma said cheerily when they had reached the table.

"Hi—hi," Leo fumbled, quite the dispositional yin to Jemma's yang. Celeste and her friends looked up, and to Leo's very great relief one corner of Celeste's mouth curved up in a friendly manner.

"Well well, the fast-tracked geniuses. How you two doing?"

"You know who we are?" Leo replied before Jemma could in fact inform Celeste of how they were doing.

"Of course I know. How else would I have known to make sure you were included in the first year initiation batch, despite being in my classes? You two must have some hefty brains in those heads. How old are you two anyway?"

"We're both seventeen," Jemma answered, patting Leo's arm.

"Well how about that, even younger than the last prodigies to come through here."

Celeste motioned to the free spots at their booth and shifted over to make more room. Dreadlocks and the red-headed girl did the same, and Jemma elected to sit by them, leaving Leo to join Celeste.

"This is Connor and Bates, by the way," Celeste motioned Dreadlocks first, then the girl.

"Jemma, Jemma Simmons," she introduced herself, holding out her hand which they both willingly shook. "And this is Leo Fitz."

"Fitz and Simmons, ay?" Connor grinned, reaching over to shake Leo's hand as well. "Sounds like you two were destined to be mates, doesn't it."

The others laughed and Leo couldn't help but grin at being included in a joke that was made, not at his expense, but in good humour. He and Jemma caught eyes briefly – very briefly.

That seemed like a lot of fate to heave onto the shoulders of two people who had only just met, Leo thought.

The conversation seemed to ease on without any difficulty. Jemma shared biochemistry with Connor and Bates so they had a great deal to discuss, and even Celeste had some input, despite the fact that she did not take the class. Leo had some understanding of biochemistry but not the level to which they were talking, although Celeste soon turned to him and asked, "How do you like mechatronics?"

"Me? Uh, it's good, yeah."

"I'm keen to get past the theory so we can start building. I've got some plans in my dorm I'm hoping to try out."

That piqued his interest.

"Have you built anything before?"

"I built this little bot that fed my dog. Opens the tin and tips it into the bowl, whole nine yards. I saw it in Back to the Future when I was eleven, spent the next five years trying to build it. Finally managed it just before I graduated high school," she laughed. Leo half-grinned. "I've obviously got some more sophisticated ideas now. How about you? Built any bots before?"

Leo rested an arm on the table, trying out Celeste's lingo. "Most of the bots I built were confiscated by my eighth grade teacher so I didn't exactly build many growing up. I've got a lot of ideas though."

"Well you've come to the right place. You'll be able to build as many bots as you like here."

Leo's grin spread full-face as he felt a bubble of excitement inflate within his chest. All he'd really wanted was the opportunity to bring his ideas to fruition. The Academy hadn't been the fulfilling experience he'd hoped for so far, but this past week, coupled with Celeste's confidence in his educational freedom, felt like liberation. This excitement spurred him on in conversation.

"I've actually got this idea for a set of drones that can help with field analysis. Take substance samples so that agents can operate them remotely. You know, not get their hands all… mucky." He wiggled his fingers. "I call them the seven dwarfs."

"Like the cartoon?" Celeste laughed.

"Yeah. You know, off to work and all that."

"That's great! I get the sense that graduates from Operations aren't too crazy about sticking their hands into all the alien substances they find lying around."

"Alien substances?" Leo gaped, loud enough that Jemma fell out of her own conversation, eyes wide in their direction.

"I'm sorry, did you say alien substances? As in extra-terrestrial?" her eyebrows arched impossibly high as she leaned forward against the table.

"Yeah, we've done case studies on alien technologies located by SHIELD in the past. Mostly decommissioned units and that. There's not a lot of information about them that's been declassified, but they do at least let us know it's out there."

"Incredible!" Jemma exclaimed. "What I wouldn't give for the opportunity to analyse some alien DNA. Get it under a microscope and see their make-up."

"Well play your cards right here and you could be doing that one day. Biochemistry specialisation, I'm guessing from your course load," Celeste nodded.

"Yes. There's so much to learn if you just look close enough. Human biochemistry is fascinating in and of itself, but to be able to compare that to possible species from other planets! Well, that's a dream."

As Jemma detailed the allure of human cells, Leo realised he had never experienced anything like this before. A conversation with his peers, at a level that suited his intellect. A discussion to which he could contribute, and was welcome to. The experience quite got away from him because next thing he knew his watch read 3:30am and the boiler room showed no signs of slowing down. He knew tomorrow would be brutal, but it was worth it.


	7. Chapter 7

"Fitz its ok, it'll be a presentation of five minutes at the most. I'll do most of the talking, you can operate the hologram."

Leo was trying to keep his voice from rising an entire octave and not entirely succeeding. "But what if I mess it up while you're talking! There's no taking _that_ back in front of a class."

"You won't mess it up. You're the reason we were able to complete the project and correctly manipulate the hologram. You're the best man for the job. Trust yourself."

"I don't like performing in front of others. It puts me on edge."

"It's not a performance, it's a _brief_ presentation," Jemma spun with a wave of her hand. "And it's not a bunch of strangers anymore. After last week you know more than half the students in the class, and you're even friends with a few of them."

"Yeah, after they kidnapped me and made me think my life was in danger."

"You're just saying that because you're sour and you don't want to admit you had a good night."

Jemma rubbed his arm in a comforting manner as they entered the classroom to scattered greetings from some of the other students. Bates, the red head they had gotten to know in the boiler room, was also in Holographic Engineering and gave an encouraging thumbs up as they took their seats. Jemma smiled and returned the thumbs up, while Leo merely grimaced.

Professor Reid entered from a door down the front, instantly causing a hush to dampen the room's chatter. With all eyes on her she addressed the class.

"As you all know, today we will be presenting on our findings of holographic manipulation, so I will call each partnership up in turn and you will have five minutes to succinctly present the different methods you have identified that may successfully complete the task. Please be aware that there are multiple ways to do this, some more laborious than others, and as the criteria read, you will be marked on the efficiency with which you can complete this task. Out in the field operatives may not have time to allow breathing room for slower methodologies. Ok, first up Bates and Adler."

She then moved to take a seat at one of the front row desks to the right as Bates and the freckled blonde she was sitting beside rose to take their position down the front.

Activating the holographic table Professor Reid usually worked from the two began their presentation. Leo was acutely aware that although there were different ways to complete this single task, anyone who presented on a method another team had already used would be at a significant disadvantage. He, for one, didn't want to feel idiotic repeating the exact steps already performed moments earlier. With a sly look he saw that Jemma, on the other hand, was slowly nodding along to the presentation.

To his great relief, Bates dictated a very different series of steps to manipulate their hologram than he and Jemma had applied. As Adler manipulated the image to demonstrate Bates' instructions, Leo recalled coming up with that very idea early on in the project, however he had dismissed it immediately as too convoluted. He hadn't even shared the idea with Jemma, as it didn't utilise the full potential of their holographic tools. There would be more sophisticated ways of using the technology, such as his and Jemma's own elected method, and he was quite suddenly looking forward to showing the class how superior his idea was.

To his relief, and immediately consecutive horror, once Bates and Adler had returned to their seats Professor Reid announced, "Next up, Fitz and Simmons."

"Woo! Yeah Fitzsimmons!" Bates cheered with raised arms, earning a few sniggers and appreciative 'ah!'s. Even Professor Reid did not scold, but rather nodded, impressed, as Leo tried to keep his legs from folding underneath him.

Leo activated the hologram as Jemma began to speak, and found that once he was up there – with Jemma – it wasn't as daunting as he had envisioned. He expanded the hologram to the point where it completely blocked him from view. The other students could of course see him through the hologram, but he was background now, and he didn't feel so exposed. He focused instead on the bright blue planes hovering in front of him.

He rotated the image as he and Jemma had done countless times while rehearsing with the holographic table in the student lab. _Split, isolate individual components, then zoom in_. It was so simple he was sure he'd be able to perform it in his sleep. He did all this without hesitation or error, and before he knew it Jemma was making concluding remarks and he was shrinking the image back to its original size and lowering it onto the table's 2-dimensional surface once again.

"Thankyou," Jemma buttoned the presentation, and with some light applause they returned to their seats. Leo's legs felt much stronger on the return trip.

"Excellent. Okay next we have Elsing and Zumark."

"That was great, Fitz," Jemma murmured under her breath as the next pair took their place down the front. He glanced at her quickly, meeting her accomplished look with a sneaking smile of his own. Tension oozed out of him as he leant his forearms of the desk, half watching the next presentation and half replaying his own, thinking about how it felt not to perform alone.

With two days until they would receive their marks, Jemma spent every waking moment in anguish over their impending results; however, Leo was quite distracted by the number of fresh assignments being delivered in other subjects. With a workload that Leo finally felt presented a challenge, he began plotting his plans of attack, only interrupted during meal times when Jemma would insist on discussing their now-completed holographic project. This was less than convenient, because while Leo was looking forward to actually engaging with his work, there was quite a lot of it, and he wasn't used to the feeling that he would actually need all his available study time in order _to_ study.

Thankfully for him, Jemma was two parts water one part work ethic, and despite her obvious brilliance (not that he would tell her so) she had a remarkable spirit that suggested she had felt the pressures of a hefty workload for many years. Whenever he could steer away from reflecting on past assignments, he found her discussions on how to approach their new tasks quite enlightening. This was puzzling, because as the only other mind that he'd so far found could match his, surely she'd never felt the strain of a heavy workload.

At lunch he decided he'd ask.

"I've never had so much work to do in my life. Don't you find it all a bit overwhelming?"

"Oh absolutely. This level of content has been far above the level of anything I've studied before," she nodded, eyebrows arched as she bit into her sandwich.

"But aren't you… It sounds like you've always worked this hard?"

"There's nothing wrong with hard work," she smiled.

"You're obviously a genius," he said before he could catch himself, and he tried not to meet her eyes as they flicked to look at him, the corner of her mouth twitching. "I just mean nothing should be hard work to you," he pushed on quickly.

Jemma looked like she wanted to tease his verbal slip, but to Leo's great relief she took a breath and moved on.

"Well I suppose I've never really felt overwhelmed by my studies, but doing two PhDs at once does teach you to respect a healthy workload."

"Two PhDs."

"Biochem and biomedical science."

"You did two PhDs at once?" he asked flatly.

"I was feeling under-stimulated," she justified, taking another mouthful of sandwich. Leo continued to stare at her blankly, which she didn't immediately notice until halfway through her next bite when she looked up at him again.

"There's no need to look at me like that," she said with a roll of her eyes. "I wanted to learn more so I found a way."

"You must love homework more than anyone else on the planet."

"I'm not opposed to anything that'll allow me to find the answers I'm seeking. But what about you? You've got to have a PhD or two. You need at least one to get in here."

"Engineering. Did it in a year – waste of time taking three."

Jemma smirked at his poorly-hidden pride.

"See, you've just as much work ethic as me. I took the full three years to complete both of mine."

"Yes well really you took eighteen months if you think of it logically."

"Whatever it was, there's no need to be so threatened."

"What? I'm not threatened." He leant back, offended and honestly a little unsure of whether she was right. He may have finally found his match – but that was a thought for Leo and Leo only.

"We're here to work together, Fitz," Jemma schooled. "There's no point in the Academy raising us all to be competitive – we're all working for the same people in the end."

Leo had always felt the slow crawl of time a little too keenly with a mind like his, but with so much work this semester was passing with unprecedented speed. It was much easier not to notice the days slip by when there was no time to check the calendar.

Jemma slid into the seat beside Leo, slipping the bag from her shoulder with an easing groan.

"This genomics assignment is a nightmare."

"Jemma, please," he murmured, exasperated. "I'm in the middle of my design, and we're in the library. You're not supposed to talk in here."

"Everyone talks in the library now, Fitz. Look around. Why do you think the seating is designed in desk clumps now?"

"Yeah, well, maybe everyone shouldn't. It's disrespectful to those of us still trying to learn."

"Did you hear the assembly announcement at lunch? We're all supposed to be meeting in the auditorium – the entire academy. Apparently there's some sort of special guest that's going to be addressing us, news from SHIELD. I heard whispers that there might be an opportunity for a posting with one of the field teams," she said, hushed and giddy.

"And why would you want that? Put yourself in danger."

"It could be a chance for some real experience! And think of what it could do for our records. To have helped with an official op while still at the academy? That's cause for early assignment."

Leo scowled in her cheerful direction.

"I'm more than happy here thankyou."

"You know we're going to graduate eventually, don't you?"

"Yes of course I know that, I'm not walking around with a bag over my head – unless anyone decides to fake kidnap me again." Leo shuddered internally. For all its highlights, he still felt uneasy falling asleep some nights. "I'm just not in a rush. I've got a lot to accomplish here before we move on."

"Well we better get going. People are already starting to head to the auditorium."

The library was indeed already emptying as Leo packed his tablet and the two joined the hordes of students moving towards the main block. It held a large auditorium – the largest on campus – and would certainly fit the entire student body, as well as staff, and still have room for a few special guests.

Jemma had recounted to Leo her time spent in the Academy archives, watching recordings of graduates and high level agents returning to campus to deliver addresses or recount their achievements in this auditorium. It was even used for special services after the loss of an agent.

Today's address was being kept completely under wraps, which made Leo uneasy. He was not fond of surprises, and unlike Jemma did not enjoy speculating about the 'possibilities.'

The auditorium was half full and still filling fast when they arrived. They chose two seats roughly in the middle at Leo's request, and once they were seated Jemma proceeded to bob up and down in anticipation. The stage held a row of chairs, one of them occupied by Agent Weaver, and another by a man Leo knew to be a professor – no one important.

"The overhead hasn't been turned on. That means there's no presentation. The flag hasn't been lowered to half-mast so there's been no death of an important figure. And they only announced this session at lunch so there's obviously not been a lot of warning."

"Jemma would you relax, you're making me anxious."

"Sorry," she said with an eye roll, leaning back in her seat where they sat in silence until the auditorium began to settle.

Agent Weaver took her place in front of the podium and the room's speculator hum dropped into silence. There were still no unexpected guests in the honorary seats behind her.

"Thankyou all for coming. This session has been called with very little notice, but I want to assure all of you we are _not_ in a state of emergency. Rather, we have quite an exciting opportunity for all of you here. In the past there have been a few rare occasions where SHIELD has found it needed to seek help outside its ranks. In the past this meant seeking help from other organisations – a great security risk that has backfired on us. But there's no need to leave the walls of SHIELD – not when we have a perfectly thriving resource right here." She opened her arms wide, gesturing the student body.

"What better resource is there than the untapped minds of our next generation?"

Agent Weaver smiled, proud, lowering her arms again.

"Sci-Tech academy has a record for cracking problems that the established minds of SHIELD cannot crack. Today we have another such opportunity here for all of you. A chance for you to show your worth and prove why you are here at Sci-Tech. To speak to you today, we have a very special guest – level eight agent. I would like to introduce you all to Jennifer Walters."

While everyone in the auditorium applauded to welcome their guest, there was a spattering of particularly enthusiastic applause that seemed out of place. Leo looked at Jemma for answers but she was practically craning out of her seat in excitement, clapping wildly and not at all aware that Leo was still beside her.

A tall, brunette woman in impressive heals entered the room from the side door, her hair in a high bun over her head. She took the stage and nodded appreciatively to Agent Weaver, who stepped away from the podium while maintaining her own applause. The warm welcome slowly died out and Agent Walters leant both her hands on the podium, looking out at the large room.

Leo wasn't entirely sure, being halfway back in the crowd, but he was sure he saw a green glint behind her glasses.

"I would like to thank all of you for welcoming me here today. I've come to Sci-Tech because we at SHIELD are in need of an innovative thinker. As you know, SHELD faces many enemies, and there is always a new threat that we must defend the world from. This is no easy task and we do not take it lightly."

She had a firm command of the room, which gave her its absolute attention – something usually reserved only for Agent Weaver.

"As such, when we are in need of help, we do not hesitate to come and ask. So today, I'm here to ask for your help. We have an opportunity for one – or more – of you to assist us on a project currently being handled at the Sandbox."

Murmurs broke out across the crowd. Leo and Jemma looked at each other, surprised and heart rates rising. The Sandbox was a classified SHIELD location which dealt with rare and dangerous artefacts – often technology. It was one of the most highly-sought after locations by SHIELD agents, and many students at the academy aspired to be stationed there one day.

Even Leo, who did not much desire advancing beyond his current position prematurely, felt a pull in his chest. He could only imagine the gadgets to be found there.

"Yes, I can see I've stirred some interest already. Understand, this opportunity won't be suited to all of you. It's highly technology-based and will be best suited to certain strands of study. It is voluntary, so there is no requirement to participate, but there is the potential for a long-term station at the Sandbox, so consider the opportunity seriously. I'm sure there are many of you who wouldn't want to miss out."

At that Agent Walters paused, allowing the audience murmurs to crest in excitement.

Agent Weaver stepped forward, calling out, "Quiet, please." The noise died down as quickly as it had risen.

"I'd like to thank Agent Walters for speaking to us this afternoon." She led a brief applause that ended the moment her hands stilled.

"For those of you who are interested, please report back to this auditorium tonight at 7pm. Agent Walters will present a briefing on the case and gauge interest."

"Thankyou all for your attention and your time," Agent Walters added with a thankful nod. "And I wish you well with your studies."

She and Agent Weaver shook hands and exchanged some friendly words as the students gave a final applause of thanks and began to shift.

"Well I suppose that rules me out then," Jemma said, pulling her bag onto her shoulder. "But you should absolutely go for it!"

"No, I don't know. Do you think? I don't know. It seems—"

"Oh Fitz its _perfect_ for you. Right up your alley and just the challenge you've been looking for! You know, flex those genius brain muscles you're always talking about."

"I'm not always talking about them," he snapped, eyes narrowed defensively. "And besides, I'm sure they've got it under control."

"Oh yes I'm sure. I'm sure that's why they called this assembly to enlist the help of students."

They joined the crowd filing out of the auditorium, Leo rolling his eyes and Jemma rolling her eyes for a whole other reason.

"Come on Fitz, just give it a chance. At least go to the briefing and see what they've got to say."

Leo did not like the way he felt his own mind changing as she spoke.


	8. Chapter 8

**CHAPTER 8**

Per Jemma's vigorous insistence, when 7pm arrived Leo found himself walking the route back to the auditorium.

He didn't usually leave his dorm after dinner – it was a little unnerving to walk through the campus under a dark sky, with the halls largely deserted and quiet. There was the odd glow of a window where professors still sat in their offices, but any students still wandering would either be in the library or the boiler room at this time of night.

When the auditorium came into view Leo saw half a dozen other students making their way inside with the same reluctant step, and he felt slightly less alone.

Unlike that afternoon's assembly, the auditorium was largely empty now. There was a small pool of students down in the first dozen rows all clustered together, leaving the rest of the room wide and vacant. Leo heard his own steps echo in the space and hurried forward, shoulders hunched, until he was close enough to avoid looking isolated in the crowd. He took a seat on the aisle, holding his bag on his lap, and looked at the other students who had decided to attend.

He recognised some of his mechatronics classmates down in the first row, as well as most of his advanced robotics peers. There was even the odd first year he remembered from his first semester. Largely, however, the seats were taken up by what looked like third and fourth years.

Leo suddenly felt quite inadequate. Why had he let Jemma convince him to come? There was no way he was going to have more of a chance than cadets with a whole year or more over him.

Just as he contemplated getting up and sneaking out (his hesitation largely fuelled by the inevitable echo of his footsteps), Agents Weaver and Walters stepped into the room. Leo slumped back against the chair. It looked like he would be staying.

Instead of walking onto the stage, the two agents stepped around to the front so they were closer to the small audience. Agent Weaver indicated to Agent Walters that the floor was hers, and took a seat in the front row.

"Thank you all for coming. I would like to start by saying that this is not a competition. We are all here to work towards the same goal, and as you know, here at Sci-Tech you are encouraged to collaborate and get used to working with others. I must caution, however, that there will be details of this project that you cannot share with anyone outside this briefing. The project we will be discussing is part of a classified mission and I will be asking each of you to sign a confidentiality agreement before you leave."

There was an uneasy stir as everyone noted the table of forms beside Agent Weaver, absorbing the weight of what had seemed an innocent enough briefing. Leo himself felt anxious, and a little thrilled, merely knowing that he was about to become part of something secretive.

"As this is only the initial briefing we won't be going into any great detail or background regarding the mission. I would simply like to introduce you to what we're going to be looking at."

Agent Walters lifted a clicker in her left hand and a projector turned on behind her, displaying an image above the stage.

The image showed a machine unlike anything Leo had seen before. It was cyllindrical, metallic and seemingly complex, covered in conduits and additional components of different shapes and sizes. Leo had always been quite skilled at discerning a machine's purpose by looking at it, studying its makeup – even briefly – and judging what it could be used for. But this made no sense in his eyes. No clear

It didn't actually look like anything, Leo thought.

"This is a device acquired by SHIELD on a recent mission. The technology is… unorthodox," Agent Walters' words slowed briefly. "It was also damaged during the mission, and our scientists are hoping to repair it in order to have it functional again as it could prove a valuable asset." She clicked through to a schematic, showing a dense and intricate interior that only compounded Leo's inability to determine its purpose

"So far we've been unsuccessful, but we're hoping there's a brilliant mind among you who will able to learn more."

She turned to face the schematic, identifying points of interest the SHIELD scientists had already began to focus on, but Leo was only half listening, trying to see it not as they had, but as _he_ could. The minutes ticked by but he gained no sense of its design – the mix of designs, really.

Leo didn't realise Agent Walters had stopped talking until the schematic disappeared and she placed the clicker back down on the podium behind her.

"Will we be able to see the device ourselves?" one student called out. Leo didn't recognise him, but he looked older.

"The only agents cleared to inspect the device in person are those stationed at the Sandbox," Agent Walters said.

"So how can we figure it out if we can't even see it?" another voice asked.

"I assure you, we will provide you with all the information you need. You will all receive a copy of the schematics, as well as a file briefing you on more details of the related mission that you may look over in your spare time."

Her answers were expertly vague, but Leo expected nothing less. The moment he heard the word 'classified' he'd known there would be holes in any information they received. Even some of the case studies they were given in class included redacted files.

"The schematics you can see above are not restricted, however the confidentiality agreement you will sign does extend to the mission files that will be added to your PCs. All files transferred to you will be heavily monitored." Her tone lightened as she went on. "But do take advantage of this opportunity – we're always looking for any cadets with the potential to thrive at the Sandbox, and this is a perfect example of the sort of projects you will work on there."

The room was starting to buzz, sensing that the presentation was coming to a close. Agent Walters clasped her hands in front of herself as Agent Weaver rose out of her seat.

"Thank you for your attention, and good luck," she concluded as Agent Weaver came to her side, voice instantly filling the room.

"Please remain in your seats until we can ensure you have all signed a confidentiality contract. Agent Walters will be here to answer any further questions you may have."

Leo flicked on the light, dropping his bag right in the doorway where he stood. He hurried over to his PC and flicked it on, hoping to see that the schematics had already arrived.

"So how'd it go?"

"GOD!" Leo jumped, turning to see Jemma sitting tidily on his bed – hands folded in her lap, eyes bright and expectant. "You scared me half to death!"

"How was the briefing?"

"Were you just sitting here in the dark?"

"Did Agent Walters speak to you?"

"I can't even remember after that fright."

"Come on, Fitz!" she urged, scooting forward. "Tell me about it. Or can you even tell me anything? Is it classified? Did they discuss the details of a top secret mission and now you have to keep quiet? Did they really trust a bunch of academy students with a top secret mission? 'Cause you know what this place is like, one whisper and within an hour—"

"Jemma!" He held his hands out. "Yes, what they told us is classified. I couldn't tell you even if I wanted to." And it came out a little more smugly than he'd planned.

"Can't you tell me anything? I'm dying to know."

"Well… we were shown a schematic that isn't classified."

"A schematic! For a piece of technology?" She smiled broadly, excited. "What's it for? Do you know what it does?"

"You should've come. I'm afraid I'm not allowed to discuss such details with anyone who wasn't at the briefing." He gave a coy shrug, clicking into his Academy drive.

"You know the specialisation that they were targeting wasn't my area," she rolled her eyes. "Is it a new tool their developing—or! Or something they've found, that they need your help to—"

"Stop, stop!" He waved his hands about, silencing her. "You're not supposed to know anything about it."

"I don't know anything about it."

"Well—stop speculating, you're going to get us both in trouble." If Jemma guessed much longer she'd get it right, and Leo feared they wouldn't believe him when he told them she'd figured it out herself.

"Did many others show up?"

"A fair few."

"Agent Walters is a SHIELD legend. What I would give to listen to one of her lectures—"

"How did you even get in here?" he interrupted suddenly, eying her suspiciously.

"Oh you never lock your door," she dismissed with a wave her of hand. "So can I see the schematic?"

Her eyes were pleading just enough that it distracted him from the horror of knowing the doors did not automatically lock as he'd assumed.

"Yeah I guess. They said they were gonna send it to me."

"Well have a look! You might already have it."

Leo turned to his computer and opened the drive to see that there was indeed a new folder called "Project Ajax."

"Ajax, interesting," Jemma mused.

Leo's face fell. "Oh god, I shouldn't have—you shouldn't—"

"Relax, Fitz. I'm sure knowing the project title isn't going to get us both locked away."

"I had to sign confidentiality contracts, Jemma – more than one. SHIELD takes this kind of thing very seriously," he fretted, hoping there were no secret cameras installed in the ceiling (he'd already checked, but SHIELD was _very_ good).

"Well, don't look," he said, mouse hovering over the folder. Jemma rolled her eyes but Leo made sure she'd averted her gaze before clicking into it, scrolling through a few documents before he found the schematic Agent Walters had projected earlier. He opened it full screen, minimising the project folder so Jemma didn't catch a glance of anything else. "Okay, you can look."

They both stared at the device for a moment, silence hanging in the air while Jemma took it in for the first time. Leo was already letting his eyes slide over areas he hadn't had a chance to focus on earlier.

"What… is it."

"I don't—" he began, catching himself. He had to be careful. "I don't… think I can say."

"Well if they're asking for help, then they must be trying to figure out how it works, or how to dismantle it maybe?" Jemma's head tipped to the side as she floated closer to the screen. "Why can't they just ask the scientist who designed it?"

"I don't know," he answered in what he hoped was a believable way.

She looked at it for a moment longer, before straightening up on the bed. "Well it's very exciting, working on an official project and everything," she beamed. "Do you have a deadline?"

"Don't know," he shrugged. "Said we'd have another briefing in a week or so."

She nodded enthusiastically, which he thought was a bit excessive – she wasn't even involved. He just stared at her, waiting for her to say something, while she smiled back, appearing to do the same.

"I uh… can't do anything until you leave."

"Oh, right! Okay, well I'll leave you to your official SHIELD business then, _Agent Fitz_ ," she added in a low voice before getting up.

She left before he thought to say goodbye, but the moment he was alone he rapidly clicked back into his drive, opening up the first document.

He gratefully noted that tomorrow was Saturday, because there was likely not much sleep head.


	9. Chapter 9

Leo had been up for hours after Jemma left his dorm. His last time check had been 2:38am, but he'd just carried on, eventually falling asleep face-down on his desk.

He didn't realise how much of a mistake this was until he woke the next morning.

Straightening up, he heard his back crack along multiple vertebrae and turned his head gingerly from side to side, releasing a geriatric groan as his muscles loosened. With a tall stretch, arms reaching above his head and legs lengthening beneath his desk, he began to feel a sense of youth again.

His computer was still on, the screen having dimmed due to inactivity. There was a document open with all his notes and thoughts from the previous night, and the schematic was covered in red annotations and markings he had drawn over it. His eyes drifted to the corner of his screen, which displayed the time: 8:46am.

With a jolt Leo threw himself onto the floor of his dorm, scrambling around desperately for a pair of matching shoes. Breakfast would only be served for another fourteen minutes and if he didn't make it he would have to wait until lunch. He loved his mother's generous care packages, but snack bars were not going to get him through the next four hours.

Thankful he'd slept in what was now a very dishevelled outfit from the day before, he slipped on what he suspected were actually two differently coloured converse – navy and black, close enough – and rushed out the door.

As Leo raced through the halls at top speed, still slightly disoriented after waking up not five minutes earlier, he passed a number of students who had clearly already finished their breakfast. A few greeted and waved at him but Leo didn't respond, too fearful he'd waste the precious little meal time he had left.

Just as he rounded the corner into the dining hall he checked his watch and saw that it was now 8:51am. Nine minutes: he'd eaten multiple courses in less. There was no line as the rush had well and truly passed, so he grabbed a tray and served himself the two remaining pieces of bacon, one piece of toast, one mutilated egg, and a small bowl of beans. There was no time for beverages as he sat himself down at a deserted table and began wolfing down the food. Just as he was three mouthfuls into his beans his tray was overcast by a shadow to his left. Looking up he saw Celeste standing over him.

"Morning Fitz."

"Mmcelemmte."

"A little late, are we?"

He swallowed. "I was up late."

"Yeah I bet." She cocked a hip, grinning. "Working on that special project from Agent Walters?"

"Mmm." He took a bite of his toast.

"You know, you're the only first year who's even attempting it."

"I'm a second year."

"I know you're on the advanced track but you've still only been here one semester." She said it kindly, but her tone still betrayed that she didn't completely see him as her peer. "A few of my mates are giving it a go, but it's mostly the third and fourth years tackling the challenge. Me? I'm putting my money on you."

He would've frowned, were he not too busy shovelling another spoonful into his mouth. "I didn't realise Sci-Tech had a betting ring."

"Keep your chin up. You're smarter than most of the third years in this place."

She clapped him on the back and went on her way, leaving Leo with three minutes to finish his remaining beans and bacon.

The semester wore on and Leo's assignments were piling up, but they were largely left to the side as he prioritised his work on Project Ajax. It wasn't that his Sci-Tech projects weren't meeting his needs intellectually – in fact, since being put on the fast track Leo had felt himself rising delightfully to more than one class-set challenge – but the mystery surrounding the device was too enticing to let up.

There were endless reports from the SHIELD scientists who had been involved in the project, many of them incomplete and infuriatingly vague, so Leo spent the weeks after Agent Walters' briefing getting up to speed with the research conducted at the Sandbox.

The reports had been signed by every scientist involved in the project– and there were a lot of them. From what Leo could gather, Project Ajax had changed hands many times, and this accounted for the very fragmented notes Leo was trying to piece together into a whole. Simply creating a cohesive picture of the study already done wasted – in his opinion – many of the nights he sat up working.

As the mid-semester break approached, Leo had finally managed to familiarise himself with all the existing reports, and was now starting to do research of his own. The past few nights had found him bent over his desk, eyes too close to the monitor as he studied the device's make-up – the different components that fit together, and how. In Leo's eyes, once he understood how each part worked and fit, he could start to approach the device as a whole.

There were scrawling notes spread over the schematic to show Leo's various hypotheses about the individual pieces, but he had started to see a logical design falling into place. There were a number of pieces he didn't yet understand, and even after identifying some of them, he couldn't see what they added to the coherence of the overall design.

Another week was coming to a close and Leo had spent the last couple of days begrudgingly working on his soon-to-be-due assignments. They hadn't been overly time-consuming, but they had still taken away more time than he was willing to spare from his special project. This particular Saturday had started off with Leo's report for Advanced Robotics, however by the afternoon his fingers were itching to get back into that schematic, so he celebrated his morning's hard work by setting his unfinished report aside and opening up the well-worn file on his hard drive.

There was a gentle but peppy knock at the door and Leo answered with an unintelligible groan that Jemma should now have been more than familiar with.

"Afternoon, Fitz," she chimed, letting herself in and taking up her usual spot on his bed, one leg folded beneath herself. "Still hard at it?"

"Mmm," he answered, eyes never leaving the screen.

"Any progress?"

"Finally got an understanding of the background – just trying to…"

Trailing off mid-sentence was not out of the ordinary for Fitz, but she made no effort to force the rest out of him, instead leaning into his field of vision to look at the schematic.

"You've certainly made a lot more notes since last time," she remarked.

"Yeah," he replied absently.

"It looks like you're starting to identify different components, well done!"

"Well it's clearly built around this, sort of, barrel – like a base. But all the other pieces don't seem fixed, which makes me think it can change form. Like a transformer," he added dreamily.

"Or a fold-out sofa," Jemma mused.

"Well yes, but that's far less inter—"

"Interesting, I know. Not everything can be as fascinating as a shape-shifting robots, Fitz."

"Extra-terrestrial robots, Jemma," he answered indignantly. "And don't act like a futon is anywhere near as impressive as—"

Leo's head suddenly snapped to look at Jemma, his eyes wide and mouth gaping.

"What are you doing?" he breathed.

"What? Nothing?" She straightened up.

"This is classified!" Leo threw his hands against the monitor, blocking Jemma's view.

She rolled her eyes. "You showed me the device dozens of times."

"The _schematic_ , yes, but my notes—"

"Oh Fitz, I haven't read anything from your confidential files, relax," she batted a cavalier hand. "I want to know more about what you've learnt!"

He eyed her for a moment, before she huffed.

"Oh for goodness sake, you can leave out anything that includes classified information."

Leo was quiet, considering how to weave his insights around the details he'd read in the SHIELD files, and met her eyes in such a way that she knew he was about to give in. She rocked in her seat, ready.

"Well, from what the scientists on record have said—I mean, as I see it, the design doesn't make sense, basically, so I don't think this is how it's supposed to look." He turned back to the schematic, fingers tracing the device. "I want to upload it into the holotable – once it's generated a model I can shift it about, see how else it fits together."

"Why don't we take it up to the lab now?"

He stalled, at odds with Jemma's fervour. "What are you going to do?" he asked, hoping to distance her from any thoughts of participation.

"I have all the assessments you have, there's plenty for me to do. Don't worry, I won't get in the way of your brilliance."

"Well," he frowned. "Ok, but as long as you promise to keep quiet. I can't think when you're talking over me like that."

"Ugh, I don't talk over you! And besides, you're going to have learn to work around others. I highly doubt you'll end up in a lab all on your own."

"I wouldn't mind sharing a lab with you," he answered, and Jemma's mouth curled before he quickly added, "just as long as you don't distract me."

"Well even so, I doubt it'll be just the two of us sharing a lab either."

The image of a lab packed full of scientists flashed through his mind. He grimaced. "I don't like that."

"Come on, let's go."

The student labs were located in B block above the library. Each lab was designated for a different purpose; one housed rows upon rows of computers, another held microscopes and labelled specimen fridges and centrifuges. Lab E was home to two holotables where students were able to practice coursework or work on their projects, and all work was regularly wiped at the end of the day to keep the buffers clean. This had caused many a wet eye over the years at Sci-Tech, but so far Leo and Jemma had both been diligent about saving all their work to personal drives once they were done with the tables.

There were currently two cadets working at one of the side desks in Lab E, and the holotable nearest them was still active, so Leo and Jemma dropped their things by the second table. As Jemma had reminded him, there were no restrictions on sharing the schematic within the Academy, but all the same he did feel better about the fact that both cadets wore headphones and showed no interest in the newcomers.

Leo activated the holotable while Jemma sat herself down at a nearby desk. Pulling out his tablet, Leo opened up the schematic and swiped his hand across the display, shifting the file onto the empty canvas of the table. He sat his tablet aside, flexing his fingers briefly before placing his hands flat over the surface of the table, and pulled up.

The schematic grew to life in thin blue lines, forming a 3-dimensional version of its paper self, and his notes hovered helpfully around the edges in a perfect replication of his script. Leo was acutely aware of Jemma watching in his peripheral vision, but ignored her as he pulled out the image to increase its size, and began stripping back the outer components.

While he had not yet completed his first unit of holographic engineering, Leo felt completely comfortable with the holotable's systems. It allowed him to do something he had always wished he could – to bring his designs to life and interact with them before they were even built. He couldn't even count the number of trials he could've eliminated over the years.

Each component he stripped back hovered just off to the side, waiting to be brought back in, and Leo began to identify matching couplings that could suggest alternative positions. He felt like he was working blind to a degree, so picked up his tablet and opened the x-ray image that had been taken by the last scientist working on the project. It was somewhat limited due to the strange casing around the device, but it did give some details that could be helpful.

Leo quickly checked on Jemma and the other two cadets, but they were all immersed in their own tasks, so he slid the x-ray onto the holotable and layered it under the schematic. The hologram filled out with the new detail, and Leo leant in, hands on his sides. He knew the best way to connect the couplings was to see where the internal wiring was most compatible.

By the end of the first hour, the other two cadets had left, and towards the end of the second, Leo let out a triumphant "ha!", causing Jemma to jump half out of her skin.

He had been trying endless possibilities for reconnecting the various components, none of which seemed very compatible, but he believed he had finally found a synonymous conduit in a few pieces which, when connected, linked seamlessly.

"What?!" Jemma puffed, shoulders still hunched in fright.

Leo didn't answer, just pacing around the table with wide eyes and quick steps. She stood up, stepping forward to block his path.

"Fitz, you've done it!" She beamed, looking between him and the newly rearranged device. "Is this what it's supposed to look like?"

"I think, uh," he breathed, tone light and head shaking with incredulity. "I'm not one hundred per cent sure but I think so, yes. It seems to fit – there were some possible variations but this was the most cogent way to assemble it."

Jemma leaned in, eyes washing over the levitating representation.

"I still don't know what it does, exactly, or even how. The x-ray wasn't comprehensive but if I can show Agent Walters what I've—"

"Fitz…" Jemma interrupted, and when he looked at her he saw her brow was furrowed.

"Yeah?" he quipped.

"What you've done here. Does it look sort of—" She seemed to struggle for a word – or perhaps she didn't want to say it, "—weaponised to you?"

Leo looked back at the device, and for the first time in two hours took it in as a whole. With the components rearranged it now formed a completely different shape, and he had to admit that what he had identified as the 'barrel' did now look rather offensive.

He could see the shadow of concern wash over Jemma's face.

"Did Agent Walters explain the purpose of the project?"

"She didn't exactly say," he answered, perhaps more defensively than was necessary. "It was only an introductory briefing."

"She didn't give you any details at all?"

"Well it's classified, isn't it?"

"Yes but _Fitz_ ," she pressed, voice low and gaining urgency. "We're clearly looking at a weapon here. They've asked you to help them built something dangerous."

"They haven't asked me to create anything – it's already been created, hasn't it? I'm just trying to figure out how it works." He stepped back in an attempt to distance himself from her, but she just followed.

"Fitz, think about what this weapon could be capable of."

"We don't know what it's capable of—"

"But maybe they do! What if they want to use it? To attack someone or," her voice dropped again, "hurt people?"

"Jemma, this is SHIELD we're talking about. The organisation we work for, by the way. Do you really think they'd do that?"

Jemma scoffed. "Well I didn't think so but I'm looking at a device they're so desperate so understand that they've come to us. Wouldn't you say that suggests they want to use it?"

He stared, beginning to feel irritated at her insistence. Maybe he shouldn't have let her be involved; she was just shaping up to be like all the other people he'd worked with growing up. A obstacle.

"They could just want to understand it," he said.

Jemma didn't accept Leo's reasoning, her eyebrows knotted together. "This project was given to Sci-Tech out of urgency, Fitz." She paused, straightening. "You can't keep working on this."

"What?" he took another step back, affronted. "Why on earth would I walk away from this?"

"Did you not hear what I just said? You're trying to fix something that could potentially _hurt_ people."

"Jemma—"

"Do you really want to be responsible for that?"

Leo was getting flustered now, and he knew it wasn't applicable or reasonable, but he said it all the same.

"You're the one who wanted me to do this stupid project!"

Jemma's face twisted in anger.

"Oh don't make it out as if I'm the only reason you're still involved. You've barely even acknowledged my presence since yesterday, other than to protect the secrets of your precious project."

"They're not my secrets, Jemma, their SHIELD's."

"That's your excuse, is it? That it's not really your responsibility, its SHIELD's."

"Why did you even tell me to go to that briefing, then?" he yelled, stepping around the table until he was looking at her through the blue haze of the hologram. It almost cooled her exterior, but he could still read the fury all over her face.

"I was just encouraging you to take advantage of a wonderful opportunity! I would never have suggested it if I knew you'd be working on a weapons program."

"We don't know it's a weapons program," he snapped. "It could be anything! It could lead to endless discoveries – in engineering, in science in general! _I_ could unlock all of that!"

"You're not doing this for science!" Her eyes narrowed with accusation. "You're doing this for your own ambition. And what happens when this device wipes out an army? Or shoots down a fighter? What then, Fitz? Is your ambition worth human lives?"

"We're scientists, Jemma. We can't choose what our discoveries lead to."

"Yes we can!" She was shouting now, louder than Leo had ever heard her speak. She stepped towards him, leaning over the table, and her face was magnified through the image. " _Yes we can_. _We_ are responsible for how science is handled. _We_ bear that burden."

Her eyes softened then, and she tipped her head in that particular way she reserved for reasoning with him. Leo hated that face – it made him feel like he was being worked, like she was using their friendship to her own advantage. It made him regret letting her in. He picked up his tablet and turning so that he was no longer facing her.

"I've got a lot of work to do here," he said.

Out of his peripheral vision he saw her posture deflate, likely out of defeat – or disappointment?

"Well," he saw her hands swipe beneath her eyes. "I guess I'll leave you to it."

He heard her pack her things and walk out of the lab, and there was a slowing in her step where he suspected she looked back at him, but he didn't turn to check.


	10. Chapter 10

Leo pushed into the flooded halls, outstepping his ambling classmates as he powered towards the cafeteria. He'd missed breakfast after having fallen asleep at his desk in the early hours of the morning – a habit since picking up Project Ajax – and he was currently in the furthest block from the cafeteria.

It appeared no level of haste or discourtesy to fellow students could get Leo there before a line had built up around the room, and his shoulders slumped as he joined the dismally long queue.

With his tray finally piled to his content, Leo surveyed the room to see there wasn't a completely vacant table as far as the eye could see. Taking unsure steps among them, he spotted one with only two taken seats and made straight for it before taking a sharp turn left as he recognised the tight, auburn ponytail of one of its occupants. He felt Jemma's gaze wash over him as he averted his eyes as if he'd never seen her, but he could see in his peripheral vision that her brow dipped with suspicion.

He sat himself down at the next available seat he could find and dropped out of her line of sight, only then looking up to see he was surrounded by a table of third years he had never met. They all paused as he filled the empty seat, but to his immense relief seemed to think nothing of it and went back to their own conversation as Leo dug gratefully into his food.

It had been two weeks since Jemma had left Leo alone in the student lab, and they hadn't exchanged a word since. In the classes they shared they would sit apart where possible, or otherwise shift their stools as far apart as the table would allow and keep their eyes directly ahead for the duration of the class. By the time the bell rang one of them was always already packed and on their way – usually Jemma, as Leo found himself fumbling under the pressure to speed up. He didn't mind terribly; once she was gone he could take his time leaving – in fact, the more time the better, to widen the distance between them.

It wasn't like he missed her after all – Leo had practically lived his whole life without the need to associate with others, and he was quite happy to go back to that. It was familiar. Comfortable. In fact, he preferred it; no need to play nice or find a medium between two ideas. He was quite capable of achieving his very best without the assistance of anyone else – he was better off. He told himself all these things, and he told himself he believed them.

Leo looked at his afternoon schedule with dismay; despite his best efforts to avoid Jemma at lunch, Thermodynamics was the one class in which he couldn't move to an alternative seat, given that there weren't any.

With a full belly, he returned his tray and made for C Block. He slowed outside the classroom, sidling towards the door until he could peek inside, where he saw both his seat and the one beside it empty: he was here first. He puffed out the breath swelling his lungs and took his place, pulling out his tablet. Leo liked to arrive first because when Jemma beat him here, she would always look up at him as he sat down, resulting in an almost unbearable moment of eye contact, or worse, she would watch him and he would resist looking back, feeling her frown. He, on the other hand, had mastered the art of non-reaction, so when Jemma took her place a moment later he kept his eyes trained down on his tablet, giving no indication he'd even heard her arrive.

Professor Reid thankfully didn't ask for any group discussions during the lesson, allowing Leo to keep his eyes focused ahead and his mind on the follow-up briefing with Agent Walters scheduled at the end of class. For the first time he was packed and ready to go when the bell rang, slipping from his seat and out the door before Jemma.

Unlike their last briefing in the auditorium, today's meet was to be held in one of the student labs as the numbers involved with Project Ajax had narrowed to about two dozen. Last week they had been gathered for a Q&A, and Leo attended, although he didn't ask anything – merely listened in on what other students raised. He didn't feel it necessary to check in, but wanted to be present in case any further details of the project were given. To his surprise, Agent Walters had announced that they would need to submit their progress the following day for review, and sure enough when Leo returned to his dorm he found a new folder on his PC for him to add his work. There had also been a second meeting earlier this week in which the announcement detailed it as an opportunity to collaborate with other students working on the project. Leo had not attended that one, and spent the night working alone in his dorm.

Leo assumed there would be some sort of feedback this afternoon, or at least an indication of whether their work was valuable. The student lab had been set up with the correct amount of tables and chairs, and there was a projector up the front with the familiar schematic lit across the front wall. Agent Walters was shuffling papers within a manila folder as he and a few other students drifted inside, and within ten minutes of his arrival all the seats were full.

"Right," Agent Walters began, crossing the lab to close the door. The command in her voice showed in the silence that instantly fell over the room.

"I know many of you have begun to collaborate in your own time, which is wonderful, and I encourage you to continue over the next hour. This is a formal space where you may continue your work and I will be present to give any guidance required."

Leo's mouth and spine fell slack – more collaboration? The announcement hadn't suggested anything of the sort, and if it had he wouldn't have bothered.

"SHIELD has also reviewed the progress reports you submitted last week, and I will be coming around to have a word with some of you."

That was more like it. He straightened slightly, fingers gripping the edges of his tablet as he waited with his peers for further instructions. There didn't seem to be any, and the other students shifted their seats to form groups, twos and threes collecting with their heads bent towards each other as Agent Walters lightly paced the room. Leo made no more towards anyone, keeping his place instead and opening up the modified schematic on his tablet. It included all the rearrangements and notes he'd made on the holotable; if he was going to be here for the next hour, he would at least put it to use.

It was half an hour before Agent Walters' heels clicked towards him and he felt a slight pressure on the back of his chair as she leaned over his shoulder. His head whipped to the side, taking in her all-too-close face, glasses halfway down her nose as she squinted at his tablet.

"Mr. Fitz."

"Yes?"

"You're quite alone over here."

"Mmm."

A pause.

"I was intrigued by your redesign of the schematic." She lifted her hand from his chair and moved around so she was sitting on the edge of the table. She twisted to look at him, and her suit jacket creased but she made no move to undo the buttons.

Leo didn't respond, waiting for her to go on, which she did.

"Did you redraw the components?"

"Used the holotable – just—pulled it apart, put it back together. No big deal."

He retained eye contact for the first few words but dropped his gaze with a shrug, trying to seem nonchalant.

"How did the idea occur to you?"

"Just did, really."

She nodded pensively.

"And what about these pieces here." Her finger indicated the components still sitting on the sidelines of the schematic. "What do you plan to do with these?"

"Well I'm… I'm not exactly sure yet. I'm moving things around but they don't all have a place – need to match up the internal wiring, see where they fit." He double-tapped the screen and zoomed in on one particular component. "Can't be too different from the original formation though, can it? Doesn't make sense for it to take such a different shape."

He wasn't exactly speaking to Agent Walters as he mused on the design logic, but she didn't respond anyway, standing up off the desk and moving on. He looked up as she leaned by another group of students, unaware that their little chat had already come to an end. Was that a good or bad sign? Did she think he was above the need for guidance or below the hope of help? With narrow eyes he looked around at the other students, noticing fewer of his own peers were still involved. Celeste had been at the last briefing, but not this one. He recognised one or two of the third years he had actually sat with at lunch. Other than that, they were all strangers.

Leo remained focused on his own tablet until Agent Walters was thanking them all for their work and ushering them off to dinner.

"SHIELD would like to thank you for your work so far. Many of you are showing promising work, and all of you have proved you will be valuable to SHIELD one day. We will have another session next week, but until then continue collaborating and please add any developments to the submission folders on your PCs. If any of you are still working with students outside of this little gathering, we would appreciate it if you kept your work to yourselves from this point on. We are tipping into classified territory with some of your developments, and as per the agreements you have signed, need to be careful what you share."

Leo spared a quick thought for the fact that he wasn't sharing anything with anyone.

"Thank you again for all your hard work."

There were scattered "thankyous" in response before students began filing towards the door to leave. Leo shuffled towards the queue, but felt a soft hand on his shoulder, making him jump.

"Mr Fitz." Agent Walters' voice was low. "Could you please remain a moment. I'd like to speak with you about your methods."

"Uh—okay."

He stepped back, deeper into the room, just enough that he was out of reach of her hand, which fell away. They waited for the last few students to trickle out before Agent Walters turned to him, arms crossed, a sly smirk playing lightly on her lips.

"Quite astute, rearranging the schematic, especially for a cadet."

She paused as if to give him a chance for thanks, but he just stared, waiting for the purpose of this additional chat to come to light.

"The team of scientists involved in Project Ajax, myself included, are extremely impressed with your progress and have begun to employ your methodology ourselves. I daresay you're well on your way to discovering what the device's purpose is."

Leo wasn't sure what made him say it – whether it was a divine force controlling his tongue or his tongue taking control of itself, pushing out the first thought that filled his mind. What he did know was that he was thinking of teamwork and of Jemma and their argument and before he could stop himself the words tumbled out.

"A weapon of some kind."

The expression that passed over Agent Walters' face was one Leo had only ever seen on film. He had watched many movies about secret government organisations – movies that did not bear any likeness to the truth. Movies that completely misrepresented everything Leo had learned since joining the Academy. But in that moment Leo saw the one thing that all those movies had gotten precisely right: the expression on an agent's face when they heard the truth, without the authority to confirm it.

Agent Walters' face flickered briefly with recognition, before immediately shrinking back and assuming a deliberate and trained blank expression instead. Instantly Leo knew Jemma had been right.

"The director of Project Ajax has expressed interest in recruiting you to the Sandbox," Agent Walters said, pressing on Leo's thoughts. "You show great aptitude, and you may find yourself receiving an offer even before graduation."

Leo nodded absently, feeling a fuzzy weight in his chest.

"For now, however, I have an additional report for this project that I will be sending you. Now this one is irrefutably classified," she leaned in, glasses low, "and must be kept completely to yourself."

Leo gulped, nodding again.

"I have another confidentiality agreement for you to sign, specifically for this report, as it includes details we hoped to reserve only for the most competent volunteers of Project Ajax."

Turning back to the desk at the front of the room, Agent Walters pulled a slip of paper from the folder she had been handling earlier, and then a pen from her lapel. She placed the contract down beside Leo, clicking the pen to reveal the nib, and looked up at him expectantly.

Leo would later consider whether he should've taken the pen at all, but in the moment was in something of a daze over the entire conversation, and took the pen, bending down to sign the agreement without much thought at all. He handed the pen back to her, his eyes slightly glazed over as she slipped the contract back into the folder and a second smirk whispering on her lips.

"I am aware that you're currently being fast-tracked through Sci-Tech. Play your cards right and you could be on the fast track for your entire career."

Agent Walters held out her hand and he shook it with some delay before realising the exchange was over. She indicated the door and he obeyed, heading for the cafeteria without even a thought for how late he was.

Back in his dorm that night, Leo didn't work on Project Ajax. The additional report had not appeared on his hard drive, and he had allowed for an unhealthy build-up of homework over the past couple of weeks – it was starting to form an ominous pile – so Leo decided he had better pay it some attention. There was also the fact that Agent Walters had all but confirmed that the device was some sort of weapon, but Leo was trying not to think about that. No, definitely don't think about it; he had a quiz for Advanced Robotics the next morning – he could think about that instead.

With a few hours of study under his belt, Leo retired to bed and fell asleep with a pillow beneath his head for the first time that week.

The following morning a quick check revealed there was still no new report available, but it was not even breakfast so perhaps, Leo thought, it was outside SHIELD office hours. He spared a thought to ponder whether SHIELD actually had office hours. Was there an etiquette to secret spy business hours, or did anything go? Regardless, Leo had not yet had breakfast so that was his first priority.

Despite his tendency to miss breakfast after oversleeping, it was the busiest meal at Sci-Tech. His fellow cadets did not seem to suffer the early morning lethargy he was well-acquainted with, but rather filled the cafeteria with a morning buzz he did not reciprocate. Jemma was always uncomfortably peppy at breakfast; he'd told her so numerous times, only to earn a headshake he found too endearing to stomach.

Thinking about Jemma formed a nauseous pit in his stomach, so he focused instead on the bowl of porridge between his hands. He was feeling confident about his upcoming quiz; he'd never really been one to fret come exam time. A nervous energy had settled over the campus during the last few weeks of his first semester as students began preparing for their exams. Leo felt an even greater disconnect from his peers than he normally felt during that time, with his level head and even nerves. In fact, it had been something he and Jemma had in common – although she in fact looked forward to exams, which he did think was unreasonable. The few times they'd studied together she'd gone on and on about how great a 'learning opportunity' they provided and how it was a 'real chance for them to evaluate their progress.'

And there was Jemma again, present in mind if not in body. If he was honest with himself, he'd been fighting off thoughts of her since last night and it was beginning to become a source of frustration. He really needed to make more friends.

The quiz was easy enough, and Leo even exchanged a confident wink with Bates as they left the class. There was still another half hour running on the clock for students to complete their own quizzes, but Leo had been done ten minutes prior to that, so he'd left at the first chance he got. This meant he had a small patch of time before lunch, and settled himself down on a picnic table on an open lawn by the cafeteria – quick access once the food was being served.

Pulling his tablet out of his bag, Leo swiped through until he noticed a new document sitting on his hard drive. It was titled "Project Ajax: Supplementary Report," and it wasn't very large so Leo gave the screen a double tap, deciding to give it a quick read before lunch.

The report detailed an energy scan of the device and the various readings recorded. Leo had read a few case studies describing common SHIELD technology in his robotics class and was familiar with the energy readings of such machines. He did not see any of them in the report, but he did see a few that recalled memories of other case studies he'd read over – cases regarding extra-terrestrial technology.

Leo felt that same fuzzy weight in his chest from the precious afternoon with Agent Walters, and set his tablet down. It did make sense, if he thought it through, that the only technology SHIELD would need help understanding was technology that it didn't recognise, but he was beginning to feel the weight of what he had his hands in.

This wasn't a suspicion anymore – this was a proven weapon, and Leo was helping them understand it. She slipped into his mind for the third time that day, and Leo knew, with some guilt, this had been what Jemma had warned him of, and that he'd refused her point. But he couldn't refuse it anymore, and the excitement this project stirred in him very rapidly dissipated into an uneasy undercurrent of responsibility he wasn't ready to claim.

His conversation with Agent Walters the previous day floated through his mind, and he wondered then if her poor poker face in response to his mention of a weapon was not as poor as he thought. If perhaps, she'd hoped he would go down this path – all the better to solve the device.

Leo switched off his tablet, his hands fidgeting with each other, and he didn't even notice the streams of students beginning to file into cafeteria.

His desire to be part of science – to be part of invention, and innovation, and work with the resources SHIELD had to offer him – burned brightly in his chest. Sometimes he thought it was the only thing that burned brightly for him. But this didn't feel bright. This felt like he'd almost undone progress somehow, as if he'd found the loose string of science and pulled until the ball unravelled, and all the threads of advancement he'd looped together were undone once more.

Leo knew he was brilliant – he knew he was and could be an asset to science, and he wanted to have a foothold in the monumental scientific discoveries of his time, to be one of SHIELD's best scientists. He wanted to use that gift to improve and progress and evolve – not to do this.

Jemma's voice echoed in his mind and he suddenly felt very small and vain. He felt guilt, which he had a particular distaste for, but he'd let ambition deter him from the only likeminded person he'd met here, and it was a cloud over his heart.

The pull of the discoveries to be made in understanding this device were sputtering out, replaced instead by the pull towards the only friend – and she was a friend – he'd made here. The social efforts required for a friend had always been a deterrent for Leo, but perhaps Jemma was the exception was because there was so little effort required.

And like it or not, her opinion had developed a value to him – her disappointment had become a burden.


	11. Chapter 11

Leo had never been in this part of the Academy before.

The only part of dorm halls he'd seen was his own corridor, and his dorm was quite close to the stairs; he'd never had any need to venture further beyond his own door, and especially not to other floors.

He had a scrap of paper in his left hand with a neatly scrawled room number on it, and his eyes scanned the dorm numbers as he passed, counting his way up to 5H. He didn't have his bag with him, having left it in his own room, and he felt strangely lop-sided walking around without it.

He came to a stop in front of the room he had been searching. 5H. Stepping towards it, he hovered his ear close to the door to see if he detect any signs of life inside. It was silent, not even a low murmur or scuffle of life, and Leo leant back, almost vibrating with indecision, eyes sweeping the hall he'd just walked and wondering if he should leave and come back another time.

With a very uncharacteristic groan of courage Leo steeled himself and knocked three times, his knuckles buzzing with the all-too-aggressive impact he'd forced himself into.

Not a sound could be heard, and Leo wasn't sure whether he was disappointed or relieved, but with a moment's thought decided relief was quickly prevailing as his breath evened out.

With a loose shrug and a less-than-authentic promise to himself that he'd come back later, Leo turned to leave. And just as he did, he came face to face with Jemma.

She was standing halfway down the hall, stopped short in the middle of the corridor, gaping at him. Leo felt as if he had been busted and quickly scanned every direction for an escape that didn't exist. The cartoonish nature of this response became abundantly clear to him as he was left with no choice but to remain where he was and watch her squint, all sense of amusement she usually showed noticeably absent. But when she met his eyes again her face softened and grew sad, almost perfectly mirroring how he felt inside.

"I just um," he began, scrunching his hands inside the ends of his sleeves and taking a few tentative steps towards her. She took the same amount of steps towards him until they were at an acceptable speaking distance. Her hands fiddled with the strap of her bag and she kept her head dipped, eyes still looking up at him. "I just thought I'd—"

"Come visit me in my dorm? You've never visited me in my dorm. In fact you've never been to my dorm at all."

"Uh, I know, I—"

"Come to think of it I never really invited you to my dorm. Just assumed you'd be more comfortable in your little hovel."

"I—hey, it's not—hovel's a bit—" One of his hands rose defensively but he stopped himself short, eyes closing momentarily to retain composure of his emotions and his words. "I just wanted to see you—talk. Talk to you. I wanted to… we haven't... in…"

"And what did you want to say?" she asked, maintaining a level of ice in her voice that sounded cracked, ready to shatter at any moment. Ice did not come naturally to Jemma.

"Well I just wanted… I wanted…" The words were trapped on the tip of his tongue, tied down by chains and unable to leap forward free of his lips. He grimaced, and she dropped her eyes, taking a step to walk around him. "You were right," he blurted out desperately, and she stopped mid-step, looking back up at him.

"I was right?"

"About Project Ajax. It was a weapon. I didn't know it was—well you said it was but I didn't believe you. Or maybe I did, I don't know. I just wanted to solve it so much. It was the first time in this place I felt like I was doing what I was supposed to do – like there actually was a place in SHIELD for me. It made me feel valid, useful – capable."

Jemma watched him talk, her face unchanged since he'd started speaking. She was still frowning.

"Well, I'm sure the Sandbox will be lucky to have you," she said.

"I didn't finish it. I'm not taking the offer. For the Sandbox – I'm not going. I'm going to stay here."

At that her face changed slightly – brightened somehow, even though all her features stayed still.

"I'm not even still working on it. I'm about to go to Agent Weaver to officially pull out of the project. I'd tell Dr Walters but she's not exactly here. Jemma, I don't want any part of a weapons program. That's not what we're here to do. You were right. We're scientists, we're supposed to make the world a better place. Not use our skills to wage wars."

She tipped her head sceptically, but her eyes were still sad. "But what about your great opportunity?"

"There'll be more opportunities. And besides," he gave her a half smile, unsure of whether it was appropriate. "I don't want to work in a lab where you aren't beside me… Partner."

At that last word her own smile flickered in sight, encouraging his to spread further, and the weights sitting on each of his ribs started to lift.

"I knew you would do the right thing in the end," she said, stepping forward to place a warm hand on his shoulder.

"Really? 'Cause you seemed pretty convinced I'd gone to the dark side."

"Oh Fitz," Jemma offered a gentle smile, "you could never go to the dark side. Not with me around," she chuckled, stepping past him. "So how about I invite you to my dorm then? Stepping out of your comfort zone like this, maybe we should keep the momentum going."

He gave a stuttered laugh, nodding as the words got jumbled on his tongue.

She pulled out her key and unlocked the door, stepping inside. It was significantly different from any dorm Leo had ever seen. Of course he had only seen his own so there wasn't a large specimen pool to draw from. The walls were quite tidy, compared with his. There were a few images pinned up. One of butterflies, and another two corkboards above her desk. It was scattered with notes and scraps of paper covered in the cursive script she used when she was on the tail of an idea – frantic because she wrote too fast to keep up with her own thoughts.

Her dorm was mostly in order, but there was a small pile of sweaters at the bottom of her bed – the opposite end of the bed he used for his own significantly larger pile of clothes. The yin to his yang.

She hung her bag over the back of her chair, turning around with a satisfied breath.

"So this is it," she said.

"Yeah, it's nice," he answered, out of automation more than anything else. It wasn't exactly his type of thing but looking at Jemma in the middle of it all, it fit.

"I wonder what Dr Walters will do about you pulling out of Project Ajax," she mused, and Leo was caught off guard by the sudden topic change, as well as her casual tone.

"I-I don't know. Find another genius, I guess," he grinned, earning a grin in return.

"You know Fitz, you are a good person. I don't know if you know that."

He rubbed at his arm awkwardly, unsure of how to respond.

"You just needed to discover it for yourself. Now you have."

"Like my origin story."

"Yes. Like your origin story," she agreed with an endeared nod.

The afternoon passed with the two friends reconnecting over their mounting homework for holographic engineering. They had another exam coming up and Jemma jumped at the opportunity to collaboratively revise what they'd been learning for the past few weeks.

Leo had spent so much of that time on Project Ajax that he'd given as little to his class work as he could spare. With his mind set on the Sandbox and future projects beyond the scope of Sci-Tech, he'd seen little value in coursework. But with that prospect off the table Leo was realising he really did need to go over the modules he'd recently skimmed his way through.

Thankfully Jemma always had notes in excess, so there was more than enough material to help Leo catch up. Despite his increased experience with the table during his work with Project Ajax, there was a wealth of new theory he'd missed that, according to Professor Reid, was all testable in the upcoming exam.

There was still time for him to go through his overlooked readings before then, but he found Jemma's little reviews and quizzes were actually quite helpful. She didn't get in the way of him being his best, like he'd always found with others, but seemed to help him there. She filled in gaps he hadn't realised existed, contributed to a more well-rounded view, and when they were on the same page (almost always, it seemed), they steamrolled ahead far faster than he could advance on his own.

By the time the sun was dipping low outside Jemma's window, Leo was sitting cross-legged on her bed, surrounded by notes – his and Jemma's both – and scrolling to the end of the last reading.

"Well _I_ think we're going to be ready for this exam," Jemma affirmed, closing her folder. "More ready than we've ever been for anything."

"Too bad this isn't a competitive sport. We'd wipe the floor with the others."

"Fitz," she admonished, "the academy isn't about competition. We're all supposed to be working towards the same goals!" She couldn't suppress her giggle, though.

He grinned, almost wicked. "Yes, I know. But we could."

Jemma tipped her head, thoughtful. "Yeah." Her eyes wandered over to the clock sitting atop her table. "Fancy some dinner? It'll be over in half an hour."

"Oh, yes." Fitz got to his feet quickly, instantly jumpy at the thought that he'd miss one of his meals. The two of them headed out of Jemma's dorm and down the hall in the direction of the dining hall.

The following day Leo joined Jemma for lunch, their shared meals instantly reinstated after their afternoon study session without any discussion.

The line in the cafeteria was already distastefully long, preventing Leo from even a sneak peek at the day's menu. Not even a good craning of the neck could get him anywhere, seeing as he was one of the shortest cadets at the Academy (an unfortunate by product of being one of the youngest). Jemma was one of the few who came in at just under his height, and he did like the way he felt measuring up next to her.

When they finally got closer he saw bread rolls, already neatly assembled and packaged, with plastic signs above each tray to signify what type of sandwich they were. There was quite a variety, and they looked delicious. His stomach grumbled with anticipation, and he rocked on the balls of his feet, eager to see what was available.

Finally close enough to see the tags along the buffet, Leo read: _chicken salad, vegetarian, ham and cheese, tuna, prosciutto and buffalo mozzarella, egg_.

The second he was within arm's reach he went for a prosciutto roll.

"Alright, slow down there," Jemma said as his arm blocked her way to the ham and cheese rolls.

Leo skipped to the end of the line to get himself a cup of tea and then settled at a table once Jemma was at his side.

Leo swiftly pulled down the wrapping on his sandwich, and had already taken one humungous bite by the time Jemma had gotten herself settled and began picking at her own wrapping.

"Hungry, are we?"

Leo didn't answer, just stared seriously ahead, chewing.

"Fitz are you alright?" she asked, ducking a little to try and catch his eyes. She did so successfully, but his expression didn't change. Rather, he straightened up, lowering the sandwich back onto his plate with a crease between his eyebrows.

"Is there something wrong with your sandwich?"

"I'd say that's an accurate summation of the situation," he said around his mouthful. He swallowed with disdain, heaving in air once his airways were clear.

"Don't you like the flavour? Why didn't you choose another—"

He shook his head in disdain. "No, this is my favourite sandwich."

Jemma's brow sank in confusion. "Then what—"

"It's not how my mum made it."

"Oh," Jemma cooed, and Leo snapped his eyes up at the unprompted bout of sympathy she seemed to offer freely. "Did you want it—does it remind you of her?"

" _This_ doesn't, not at all," he scoffed, aware of Jemma's small smile.

"Well how does she make it?"

"She's a miracle worker. She adds just a little of her own homemade pesto aioli – just a hint. It's…" He closed his eyes, musing, and inhaled deeply.

If Leo had been a little more focused on Jemma's sentimental hum, and less of his disappointing sandwich, he may have seen her question coming. "Do you miss her? Your mum?"

His eyes snapped up, narrowed, and he was ready to defend his personal business from inquiring minds like he always had. Any volunteered information had only ever been ammunition against him in the end; he had learnt well from the swapped-out lunch bags and false calls to his schools over the years.

But looking at Jemma now, at her open face, her encouraging eyes and smile-pressed cheeks, Leo didn't feel the threat of retaliation. She seemed earnest, genuine, all the things she had always been to him, even when he wasn't yet sure. His instincts would normally send up warning bells, but looking in her eyes they fell silent, all the usual clanging settled and still, leaving room to speak.

"She never really, uh—never quite followed what I was talking about," he began, waiting for her to turn away in disinterest, which she didn't. "Used to try and listen to all my projects, especially when I'd come home from school in trouble for not paying attention to my teacher's lessons. She'd try to let me work on my own projects. She was always having meetings with my teachers and the principals because they wanted to kick me out of school for not doing my work, but she always fought to keep me in there. Knew I wasn't wasting my time, even though that's what all the teachers said."

Jemma's hand crept forward, but didn't connect with his. "Sounds like she was really proud of you."

"Yeah. But she never really understood. She'd try, you know. Come in and sit down and look at all my schematics, and watch me tinker with my inventions." His lips tugged at fond memories. "She'd ask me questions, but I could tell she wasn't really getting it."

"Still, she believed in you. Encouraged you. That's more than a lot of the students here at Sci-Tech can say. Most come to this place because they felt misunderstood or like outliers in their own family. The ugly duckling of their swan siblings."

"Well I don't have any siblings so my mum didn't really have a choice. It was me or nothing. Dad wasn't around so… just the two of us."

"You do miss her," Jemma said, eyes squeezed tight.

That was a little to direct for his emotional comfort, and his tone hardened. "Well of course I miss her. She's my mum, isn't she."

"Aww," Jemma grinned.

He rolled his eyes. "Don't go getting all soft on me. I'm sure you miss your parents too."

"Of course I do. They were very supportive – home schooled me initially, when they saw I didn't quite fit in. Not that I wasn't making friends necessarily, just—wasn't very stimulated by my classwork, you know. Eventually they let me control my own education, enrolled myself in uni and all the rest of it."

Jemma's face was full of happy memories and Leo felt equal parts happiness for her, and a little envy.

"They were still very hands on, but I think they could see I had enough ambition to pave my own way. Which I suppose is how I ended up here. Don't misunderstand, they weren't thrilled about me leaving home at seventeen to study under some big secret spy organisation. I'm not even sure they know who SHIELD is," she chuckled briefly. "But maybe it's better that way. Don't want them worrying more than they already do, you know?"

Her mouth evened out and her eyes dropped to her plate as she bit back into her sandwich quickly. Leo waited until she had mostly chewed her way through it, before asking, "Do you have any brothers or sisters?"

She shook her head as she swallowed. "I suppose I was much like you in that sense. My parents only had me. I wanted to make them proud."

"Yeah," he agreed, remembering how his own mum would look whenever he showed her a new little invention she didn't understand.

"That's what makes this hard, sometimes," she went on, and Leo saw a faraway glimmer in her eyes, like now she was talking more for herself than him. "Being here, at the Academy. So far away from them, and they can't really see what I'm achieving."

"Yeah but I suppose they always knew you'd leave eventually."

"It doesn't make it any easier. I mean yes, they always knew I was gifted, but I don't think they thought I'd be out on my own at seventeen."

"Maybe you can go see them after you graduate from Sci-Tech. Before you get assigned somewhere," Leo offered with a shrug.

"Possibly, although I suspect once we graduate we'll be shipped off to whatever post they hand out." She grimaced, then leant in, low, so Leo also leant in as a reflex. "I was talking to Celeste at dinner a couple of days ago. She said it never takes long for graduates to move on. One day they're graduating, and the next they're being escorted from their dorms by level six agents to their new assignments."

Her voice became almost conspiratorial, then, as describing a dreaded fate. "Some are even put directly in the field."

Leo's spine tingled uncomfortably. The field – that was a little out of his depth. He wasn't ready to contemplate a future outside a lab.

"Although that's mostly the graduates from Operations and Communications," Jemma added with a reassurance, whether to Leo or herself, he wasn't sure.

"Do you think we'll get a post in the UK?" he asked abruptly, and he wasn't sure whether it had been all the talk of family, or the strange way he now felt like his future was slightly more aligned with Jemma's, like they were peers. Colleagues.

"I don't know. I'm sure SHIELD has bases in the UK – they have bases everywhere. I doubt we'd be able to just do whatever we want, though."

"Right, yeah, speaking of whatever we want," Leo stuttered, straightening up. "I need to go see Agent Weaver about Project Ajax."

"Oh! Yes, of course. Did you want me to come with you?"

Leo scoffed, although it came out more like a strangled laugh, and he tried to hide the fact that her proposition was exactly what he wanted.

"I'm perfectly capable of speaking for myself."

"I didn't mean like a crutch," Jemma rolled her eyes, and his discomfort melted away with this familiar scenario. "I just meant as a friend. Moral support, and all that."

"Right… moral support." The words mulled in his mind. "Yeah, moral support. That… could be good."


	12. Chapter 12

**Chapter 12**

Sci-Tech was a large campus with more buildings than Leo had even visited in his short time here. The administrative building stood apart from the rest of the campus, across a wide, sloping field where it ominously overlooked the dorm halls and study blocks.

Leo had never been to this building either, although Jemma assured him that she herself had not long after her admission to Sci-Tech, and it was fairly common to see students up there, meeting with their professors or straightening out issues with their studies.

The building was plain, concrete and unadorned, with tinted windows lining each floor all the way to the top. It matched the design of the rest of the Academy, aside from the wide staircase leading to the revolving front door, lined with glass railings, and Leo was almost certain he saw the briefest flash of red along the panels as he took the first step, almost as if he were being detected.

He followed Jemma, who walked ahead with the confidence of someone who knew exactly where she was going as she pushed her way into the foyer. Leo's eyes adjusting to the way the sunlight disappeared behind the tinted glass now behind them.

The foyer was a wide open space, empty, and directly ahead were two elevators on either side of a plaque. Upon closer inspection, Leo realised it was a directory, and his eyes skimmed a number of familiar professors, as well as many he'd never heard of. Right at the bottom was Agent Weaver's name, of course putting her on the very top floor.

He made to point this out to Jemma, who had already pressed the arrow on the elevator and was waiting expectantly for the doors to open. He then realised she'd been talking, for how long he had no idea, and quickly tuned in with the hope that he wasn't about to be asked a question.

"—wasn't even necessary in the end, but it did have a surprisingly positive effect on my grades for the rest of the semester." She chuckled, looking over at him like she expected him to be equally tickled by this mystery tale, and Leo gave a weak nod, hoping it would be enough.

There was a loud ding to signal the arrival of the elevator, which made Leo jump comically high, and Jemma jumped a little in return. She loosed a brief laugh which Leo ignored, stepping into the elevator and silently pressing the appropriate buttons.

"Fitz, are you alright?" Jemma asked as the doors sealed them inside.

"Of course I am." He gave an over-zealous shrug which looked more like he was trying to armlessly remove his jacket, and less like he was completely calm.

"Are you sure?" She lifted one of her hands as if extending it in comfort, but instead let it hang, unsure. "You seem a bit on edge."

"Well I've got a good reason, don't I? With the whole backing out of a high level classified SHIELD project which turned out to be a weapons program that I'm technically not supposed to know anything about." He was being snappish and he knew it, but he didn't rectify his tone – just sat his hands high on his hips and lifted his eyes to look at the floor number climb as the elevator rose and rose.

Leo was more than a _bit_ on edge. He'd obviously never been part of a classified project, nor had he ever bowed out of one, and he didn't know how SHIELD dealt with people who knew agency secrets once they were no longer involved with said agency. Not that he was breaking his ties with SHIELD – he'd still be studying at their Academy and eventually be under their employ, but would the knowledge he'd acquired be enough to classify him as a security risk.

Leo was a connoisseur of spy films and while he understood reality did not unfold like Hollywood noir, he knew how powerful and secretive SHIELD was – there was more than one film-inspired scenario running through his mind at this moment. Most of them followed the same premise: eliminate anyone who shouldn't know what they know.

The elevator dinged a second time, and Leo jumped a second time, but Jemma just let a reassuring hand rest on his shoulder as the doors separated to reveal a pristine office space.

Every surface was white, reflective, and there was a wide desk straight ahead with a receptionist all but hidden behind his computer, a tall quiff the only giveaway anyone was there at all. He didn't look up, despite the fact that the elevator was well within his field of vision, and Leo didn't move until he felt a little squeeze from Jemma's hand, prompting him forward.

His shoes squealed slightly on the tiled floor, but the receptionist still didn't look up until they were directly in front of the desk, Jemma standing a few paces behind, which Leo wished she wouldn't. Hardly moral support.

"I—" he squeaked, clearing his voice as the receptionist merely blinked. "I—I'm here to see Agent Weaver."

"Do you have an appointment?" the receptionist asked before Leo's sentence was all the way out. His tone was leaden and eyes were blank, as if this were the administrative version of 'did you turn it off and on again?'

"Um, no."

The receptionist clicked a few things on his screen, huffing noiselessly.

"Agent Weaver is currently in a meeting. Take a seat and she'll be with you shortly."

Leo looked over to the side wall, lined with a few black leather chairs, and saw Jemma already making her way there.

Leo avoided offering any undeserving thanks for what he considered relatively poor service, and went to take a seat beside Jemma, whose eyes were bright and curiously washing over the room. The room was sparse at best – he wasn't sure what she found so fascinating.

Leo chewed purposefully on his cuticles, feeling the sting of skin torn too far but grateful for a distraction from his pounding heart. If he were in the hands of anyone other than the world's largest secret organisation, he may have been able to talk himself down from the overreaction his heartrate was clearly suffering, and his leg jiggled to match the erratic rhythm. A warm hand returned to his shoulder and Leo looked across to see Jemma giving him a soft, bemused smile.

"It's ok, Fitz." Her voice was warm, and it was strange to have someone here to tell him these things – to have someone here at all. It slowed his pulse slightly, knowing he wasn't entirely alone.

"Easy for you to say," he murmured, trying to brush off the vulnerability she was obviously trying to pull out of him. "You're not about to walk into the lion's den."

"It's not a lion's den," she rolled her eyes, but it was with affection. "You're not in any danger. Just relax—"

Even if Leo had been half tempted to heed Jemma's reassurances, the sound of Agent Weaver's office door opening, and the sight that met him directly after, all but dashed that option.

"—have Agent Sitwell call you before the day is through."

That voice made Leo want to sink right back into the wall and disappear. Agent Walters stepped out of Agent Weaver's office, the latter following after and offering a brusque handshake, which Agent Walters accepted.

"That would be lovely, yes," Agent Weaver nodded.

"Excellent. With any luck the oh-eight-four should give us answers soon en—"

Agent Walter's words halted when she turned to see the two cadets now standing in the room, her glasses halfway down her nose.

"Mr Fitz!" She approached with a confident stride, Agent Weaver following, and Leo was acutely aware of the chair digging into the back of his knees. "Rather fortuitous to see you here, as we were just discussing-…"

Her eyes washed over Jemma, who Leo heard give a rushed greeting and a strange bob which, in his peripheral vision, almost looked like an aborted attempt at a curtsey.

"I was hoping we could schedule another briefing for the end of the week," Agent Walters went on, eyes now back on Leo. "I'm sure you've made some strides since our last meeting."

Leo's heart was hammering so hard against his ribs that he was waiting for the inevitable crack. His throat was dry and his tongue thick and useless in his mouth, and he could see the shadow of Jemma in the corner of his eye.

He'd hoped to tell Agent Weaver first, to distance himself from Agent Walters in case her wrath was more severe. It did make cosmic sense that he wouldn't be able to escape his fate so easily. His eyes were darting all around the room but Agent Walters' never left him, and he wondered how close he was to an underground cell for the rest of his life.

"Actually—" he squeaked, clearing his hoarse throat and swallowing to smooth his voice. "Actually I—I'm—I won't be. Uh, I'm pulling out. Of the project. Ma'am."

Even as the words were coming out of his mouth, Leo wasn't sure it was actually happening. He thought perhaps he'd heard them in his mind and all that had escaped his lips was air and possibly another squeak. Agent Walters face remained unchanged, and just as he wondered whether his knees would hold out long enough for him to say it again, Agent Weaver spoke up.

"This seems rather unexpected from the forerunning cadet. Agent Walters has informed me of your rather exceptional progress with this project. I'm surprised you would want to pull out."

Agent Walters still hadn't spoken, but when Leo pulled his eyes from Agent Weaver's furrowed brow he saw that her eyes had narrowed slightly behind her glasses.

"What prompted this sudden change of heart?" she asked, tone even, and Leo suspected SHIELD whether a storm was brewing behind that professional demeanour.

"I…" He pushed the words out, trying not to heave with the effort. "I don't want to be a part of it anymore."

Agent Walters quirked one of her eyebrows, glasses angling slightly.

"Have you forgotten the opportunities that your participation in this project offers? Positions at the Sandbox don't come around often – not even for real SHIELD agents."

Leo's heart wilted at the thought of the Sandbox moving out of his reach – from the moment he'd first heard talk of it, it'd sounded like the perfect playground. A place where Leo could immerse himself in technologies he'd never otherwise hope to understand.

"I'm sure I'll have other opportunities," he answered, hoping not to sound as put out as he momentarily felt. He hoped he'd still find his way there someday – but not for this. Not today.

"And yet you seemed so driven until today."

Leo had never been very good at confrontations, even ones as passive as this. Take a firm stance with solid footing wasn't his natural tendency and he'd spent most of his life trying to avoid any such scenarios. He was long past starting to regret ever coming up to this office, and were he not frozen in place he would've turned to Jemma to say so.

Jemma. Jemma was here. She was just outside his eye line but he could still feel her there, undoubtedly present at his side, as always. The reminder itself almost seemed to fortify his spine, and he was suddenly very aware of what she had been telling him all along – he wasn't alone.

Drawing on this newfound energy and straightening up until he was at his full (but still inadequate) height, he took a deep breath and gave Agent Walters his full attention.

"I'm not longer interested in what this project is trying to achieve."

There was a glimmer of recognition in her eyes, and he knew that, like him, she was remembering their last briefing – what they'd discussed, what he'd discovered, and everything she knew he'd read in that last report. She lifting her chin to look down at him directly through her glasses.

She sighed, as if quite put out, and fear lapped at his body, running through every vein and nerve as he waited for the inevitable gavel deciding his fate. He wondered if anyone would remember him after he was gone – whether Jemma would remember, or whether he'd be erased from her mind as well.

"Well I must say this is a regrettable turn of events," Agent Walters eventually said, her voice still firm but tinged with – resignation? Leo's lungs began to tighten. "As you know, you have signed a number of confidentiality agreements pertaining to the information you were given over the course of this project. All data will be removed from your devices and those agreements will remain in effect, so I trust you will not divulge any of the SHIELD knowledge you gained while involved. It's a shame to lose you, Mr Fitz. But I wish you well with the rest of your studies. Perhaps we'll work alongside each other again one day."

Agent Weaver exchange a departing nod with Agent Walters, who made for the elevator. She turned to give Leo one last purse of her red red lips before she was enveloped in steel.

He couldn't believe it. He was out, and not on his way to an island that hadn't even been mapped yet. He felt as if he had been filled with helium, about to float away. Perhaps he already was – he was losing the feeling of solid ground beneath his soles.

"Well, what were you both here to see me about, Mr Fitz, Miss Simmons?"

Leo's eyes snapped to Agent Weaver, who was still standing in front of them, face expectant. Jemma was silent, and Leo wasn't exactly sure what to say. He wasn't really here for anything anymore, and he said as much.

"Uh- nothing? Ma'am. Just… nothing. "

Agent Weaver gave them both a curious look, but stepped back towards her office, straightening her blazer.

"Very well. You best be running along – your afternoon classes will be starting soon." She turned to her receptionist. "Any messages?"

He handed her a small slip of paper, which she accepted before disappearing into her office, and then they were left alone receptionist, who still refused to look their way.

Soft footsteps littered the tiles and Leo saw Jemma walk over to the elevator, press the 'down' arrow and wait until the ding sounded, and the doors split open. She stepped inside, looking at him pointedly and compelling him to scurry over before the doors slid shut.

The mechanical hum of their descent filled the elevator and Leo felt like he was in a vacuum – still partially floating, his eyes slightly out of focus, and his fingertips tingling.

Perhaps it was just the stories that circulated Sci-Tech, scaring the cadets in obeying even the smallest printed SHIELD clauses, but Leo had been certain refusal to participate in a classified project was a one-way ticket to imprisonment.

He certainly wasn't complaining about Agent Walters' remarkably reasonable approach to his withdrawal, but he still felt odd – askew, like his feet weren't flat against the ground.

A soft hand came to rest gently against his shoulder blade, almost a ghost of a touch, and he released a breath, slow with relief.

"You did it, Fitz."

The ground was beginning to feel much more solid.


	13. Epilogue

**Epilogue**

That evening when Leo returned to his dorm he turned on his desktop and sure enough, the Project Ajax folder had been deleted. Pulling out his tablet, he scrolled through to find that all the schematics he'd spent the last few weeks on were also gone. All evidence that he'd ever been involved were now locked in the confines of his mind, where they would stay.

Tapping his fingers against the rim of his tablet, Leo's eyes washed over the sketches and designs adorning his walls. He'd paid them so little attention – barely even revisited his pet projects since he'd started down this road, and he felt a familiar itch.

It was an itch that nestled deep in his mind, waiting to be scratched – waiting for him to pick up one of those designs, lay it out on the tabletop and spend too many hours ignoring homework to coax his inventions into life.

There was nothing keeping him now. He was alone with his own conceptions, and he felt like perhaps he'd been better off like this all along. These designs, the ones littering his walls and floor and crowding his desktop - he was the mastermind behind them; he determined what they would do. He would be able to make sure they would help, not harm.

There was a polite rap at the door and Leo called out, "Come in," eyes never leaving his walls.

"Evening, Fitz."

Jemma's tone was as bright at her eyes as she stepped inside, closing the door behind herself, and Leo quickly rose from his lazy recline, lying his tablet on the bed.

"Thought I'd drop by, see how you were doing."

Her hands were clasped behind her back and her shoulders lifted with her words, and Leo knew she was trying to downplay the fact that she had come to make sure he was alright. They hadn't had time to say much after leaving Agent Weaver's office earlier, and despite it all working out in the end, he knew he'd probably seemed more than a little hazy.

"I'm fine, Jemma, I don't need you playing second mother to me," he waved off, sitting back down, his eyes dropping to hide the fact that his cheeks were likely glowing.

"I don't have to be your mother to come check on you," she rolled her eyes, taking her place on the bed. Her knees pressed together and her hands were still behind her back, and Leo squinted with suspicion.

"You got something there?"

"I do actually!" She brought her hands around to the front with a wide flourish, coming together to hold up a round paper-packaged something. Her knees bounced and she waggled her eyebrows, clearly thrilled, holding out her hands.

"What is it?" he lifted one hand, knuckles pressed to his chest.

"Well I thought you did so well today, and you should get some kind of reward for that. It's probably not exactly how you like it but I did try to get the right ingredients."

Leo didn't understand, but he took the package, peeling off the sticker keeping it closed. The paper begun to unwind in his hands, falling open to reveal two thick slices of continental bread housing what looked like the most desired ingredients in Fitz's world.

"Prosciutto and buffalo mozzarella—"

"—with just a _hint_ of pesto aioli. Obviously not your mother's recipe but, I tried to make it myself. Not sure how you like it precisely but…"

She trailed off, her eyebrows tipped with nerves despite the wide smile still pressing her cheeks high beneath her eyes. Leo held the sandwich a moment, his face misleadingly blank as he put every ounce of effort he had into holding the fireworks of emotion inside. His first thought had been that there was no way this sandwich would match his mother's; his second had been that Jemma had, for whatever reason, put time away from him into doing something _for_ him. She'd made this herself, clearly hoping to hand over some happiness, judging from the look on her face.

He felt his lip threaten to wobble and lifted the sandwich to veil his emotions with a curious sniff. Jemma lifted her chin as he lifted the sandwich, as if trying to goad it into his mouth, her lips parted eagerly.

Still wary, even with the sparklers running along his ribs, Leo took a generous bite, letting the heavenly mix of flavours fill his mouth. It was certainly different, not precisely how his mother made, but it was still delightfully close, and he let out an involuntary sigh.

He could see the delighted triumph rush into Jemma's eyes just before his eyes slipped closed.


End file.
